New Marvel
by Brackets002
Summary: Peter Parker. Giant house Spider. Transgenic virus. Spider-Man.
1. Powerless

**New Marvel: The Amazing Spider-Man**

**Genesis- Part One**

**"Powerless"**

**Midtown High School,**_ September 2, 2013_

Ten minutes.

Ten minutes before the bell rang and the freshmen of Midtown High School were free to their own devices. Peter glanced at the clock, eyeing the second hand as it made its slow, steady way around the clock face. He didn't bother willing it to go faster, as it was extremely probable that every single other person in this room was doing the same thing, and it didn't seem to be making any difference. His own efforts had never helped.

To Peter Benjamin Parker, the first day was always, _always_ the worst day of school. Every single class consisted of an explanation of school rules, class rules, and nothing else. For God's sake, he was in this school to _learn_ something, right? Setting aside the fact that he probably already knew 97% of the curriculum for most of high school, if he was stuck in this hellhole, he would very much like to be taught._  
_

Nope. Just rules that he probably would have obeyed anyway. Whoop de freaking doo.

"Now," said the social studies teacher in front of the class. "We only have ten minutes left in class, so I figured I'd devote this last chunk of time to some questions. Anyone have anything to ask that's not on the syllabus? Anyone?"

"Yeah, I have one," said Flash Thompson, raising his hand. "What if you can't afford a flash drive?"

"You're wearing two hundred dollar shoes and the Back To School sales are still going," Peter disinterestedly pointed out from the other side of the room. "I'm pretty sure you can afford a two dollar flash drive, Flash."

"...But, if you can't," the teacher said, casting a warning look at Peter, "we won't be doing a lot with them anyway. They're more of an 'In case you need them' thing." He looked around the room, noticing that pretty much everyone in the classroom had stopped paying attention, Flash Thompson having returned to his conversation after his deliberately time-wasting question had succeeded in only buying thirty seconds. After a moment, though, the bespectacled young man in the back corner raised two fingers.

"Yes, um," the teacher took a moment to look at the seating chart on his desk, "Peter."

Peter put his hand down. "Forgive me for being frank," he began, "but the pattern for social studies classes seems to be world history and American history on alternating years, treading about the same ground each time. Are we going to be covering anything new this year?"

"Yes."

"Elaborate."

The teacher raised his eyebrows at the student's answer. "Huh. Well, I figured we'd examine the twentieth century, see how, among other things, the Marvels impacted the modern world."

Peter's eyes widened slightly. "Even the recent stuff?"

"_Especially_ the recent stuff."

Peter slowly broke into a grin. "Freaking _finally._ Can't wait."

_And this is why I'm enjoying the slow path,_ he thought. _So I can have classes like _this.

The bell chose that time to ring, and the classroom was completely devoid of students some fifteen seconds later.

Peter walked down the hall, staying to the right, keeping his head down. This was that one day at the beginning of the year when only freshmen came to school, so Peter found himself wincing at the thought of wading through crowds four times as thick as this tomorrow. He almost passed his locker, deep in thought, but caught himself and backtracked a second later. Shrugging his backpack onto one shoulder, Peter dug out a piece of paper from the small front pocket, then changed his mind and opened the lock from memory. He grabbed two textbooks out of it, the ones he had deposited during lunch, and kicked the door shut as he pushed them into the large pocket of his backpack. Peter walked down the hall, turned left, and was suddenly once again a victim of Flash's douchebaggery.

"Hey, Parker!" Flash said, walking up to him with a mild aura of menace. His entourage stood nearby. "Why'd you call me out in class, asshole? You made me look like an idiot!"

"Did I?" Peter retorted, hands buried in the pockets of his hoodie, not looking up at Flash. "Good. So now the teacher has some prior warning. What do you want, Flash?"

Flash held up a few wrinkled pieces of paper. "Homework. What teachers assign homework on the first day? Our deal is still on from middle school, right?"

"Deal?" Peter said. "Deals are where something is exchanged. You making me do your homework is pretty damn one-sided. And no, it's not still on."

Flash narrowed his eyes. "Huh. I have a new deal for you: _do it or I will beat the shit out of you._"

"_Blackmail?_" Peter snapped his gaze up. "You son of a bitch! No! I'm not—"

In one swift motion, Flash took two steps forward, picked Peter up by the collar, and slammed him against the lockers. Heels six inches off the ground, Peter stared at Flash, wide-eyed and pulse racing. After several seconds and seeing the look on Flash's face, Peter nodded. "Okay," he whispered. "Okay, I'll do it."

"Good." Flash set Peter down, handing him the homework. "Don't you dare flunk me." As Peter walked away, towards the door, Flash kicked him, sending him sprawling on the ground. Laughing, he walked away, off to find his circle of friends.

Peter got up slowly. Picking up Flash's homework, he left the school building, the papers wrinkled in his clenched fist. He looked for his bus and found it near the back of the line, climbing into it and taking his usual seat, temple pressed against the window.

_First day of school. Can only go uphill from here, right?_

**Ingram Street, Forest Hills, Queens,**_ thirty minutes later_

Peter stepped off the bus, following his next door neighbor. "Hi, Mary-Jane."

"Hi, Peter," Mary-Jane Watson said as they started walking. "How was your first day?"

"Hideous." Peter held up the papers in his fist. "Eugene's making me do his homework again."

"I'm sorry." MJ looked as though she meant it. "He asked me out today."

"And?"

MJ shrugged. "Sorry, Pete. You can't really say no to him, you know that. Listen, he's not a bad guy—"

"Yes, he is." Peter stared straight ahead as he said this, and he said it with certainty.

"No, he isn't." MJ looked at him crossly. "I think he's got a heart of gold. Somewhere."

"He doesn't. It's pyrite."

MJ snorted. "Whatever, Peter. I don't think he's _quite_ the bad guy you think he is."

"Hmm." Peter pushed his glasses up, glancing at the redheaded beauty next to him. "Well, could you tell him to stop picking on me? Please?"

"I'll try."

"Thanks." There was so much more Peter might have said, but he bit his tongue. He had nothing he really _could_ say anymore.

Once upon a time, he and MJ had been... not _best_ friends by any means, but definitely friends. It was his fault, really, that they had drifted apart. Although he had always been passionate about learning, especially where science was concerned, Peter had realized in fourth grade _exactly_ how gifted he was and had immediately buried himself in books, magazines, and the internet. He had become incredibly, precociously, mind-blowingly knowledgeable in most major fields of math, science, and engineering quite quickly, but in the process had become a borderline recluse in nature. Now he and MJ were neighbors, and nothing more. Aunt May had said, often, that if he tried to revive their friendship, MJ would welcome him back with open arms, and probably be willing to go much more romantic than that. Peter doubted it, though; that was what moms were _supposed_ to say.

MJ soon turned and walked up her driveway, and Peter stole a glance after her as she disappeared into her house. He sighed briefly as he sauntered the thirty remaining feet to his driveway, collecting the mail from the box and walking into the house, tapping the number 20 on the outside wall as he passed.

"Aunt May," he called. "Uncle Ben. I'm home."

Aunt May looked up from her magazine in the living room. "Hello, Peter."

"Hey, Pete," said Uncle Ben, closing the fridge where he had been browsing and tossing Peter a soda. "How was your first day as a freshman?"

"Exactly how life is expected to be for a freshman," Peter said, dropping the mail on the table. The words _PAST DUE_ and _FINAL WARNING_ were clearly visible on the envelopes, and Peter frowned at them.

"That bad, huh?"

"Pretty much."

Uncle Ben ruffled Peter's hair as he walked by, sipping his can of root beer. "Sorry about that, kiddo. I know it's a pain."

"It is, isn't it?" Peter said, headed up the stairs. "On the bright side, though, the library has a few college textbooks on polymers and I got to make photocopies during lunch. I'm going to work on the PC's."

In this context, PC stands for "polymer cable". Peter had been thinking off and on about this particular idea for several months: With all the recent developments with different polymers recently, what if he could create a liquid polymer that, on contact with air, became a lightweight cable with the strength of galvanized steel? For rescue missions and law enforcement, the material would be a tremendous boon, and as far as Peter knew, no one had invested significant time into this concept. He intended to break some ground.

Sitting on a large desk between Peter's bedroom and closet door, there sat several Erlenmeyer flasks, pages of chemical symbols and equations, a dormant laptop, and a machine that Peter had built out of numerous pieces salvaged from scrap yards and Erector sets. The way the machine was designed, ten milliliters of whatever Peter put into it would be shot out of a half-millimeter nozzle (which had been the tip of a ballpoint pen before Peter had gotten to it). Although none of the compounds he had invented had exactly the desired results, one of them had become a fairly tough cable, able to support four times its weight, and another had changed into an amorphous yet almost quartz-like material. That had been a nightmare to get out of the carpet, though.

Peter hit the button that wirelessly closed the homemade electronic lock on his door. He clicked on the mouse attached wirelessly to his laptop, quickly entering his password (9ParkerPB) and digging the copied pages out of his bag. He abruptly looked up when he heard the _twang_ and cry of "Message for you, sir!" that indicated he had an email, and hesitantly clicked on the icon that had come up.

_Dear Mr. Parker__,_ the email read,

_Congratulations. Osborn Corporations is pleased to welcome you to the Fall 2013 Internship program. You will begin work in the Bioengineering Laboratory on September 9, 2013. We hope you are as excited as we are. We are confident that you and OsCorp will benefit through the Internship Program and you will enjoy the professional enrichment and personal satisfaction during this time._

_ With Regards,_

_Dr. Curtis Connors_

Peter's eyes widened to a slightly uncomfortable degree, and the breath he drew fell somewhere between a gasp and an effeminate squeal. "UNCLE BEN!" he yelled, tapping the button to unlock and open his door. "AUNT MAY! COME LOOK AT THIS!"

The sound of footsteps on the stairs indicated that at least one of them was coming, confirmed a second later by both surrogate parents appearing in the doorway. "Yeah?" said Ben. "There a problem?"

Peter shook his head, his eyes still wide, and pointed at his computer screen. "I'm in," he said. "Read." By the time Ben was done skimming through the email, Peter was jumping with excitement, over the shock. "I'M IN!" he yelled. "I'M AN INTERN FOR DR. CONNORS! I'LL GET TO CHANGE THE WORLD!"

Ben smiled, moved so that May could read the email, and hugged Peter. "As if there was a doubt. Congrats, kiddo!"

Aunt May joined what was now a small group hug, smiling warmly at Peter when the embrace broke. "Well done, Peter," was all she had to say. She and Ben both had known he would get the internship. "but for God's sakes, calm down. It's not acceptance into Harvard or something."

"No, but it's basically the next best thing," Peter said, smiling. "Now, hate to cut this short, but I'm going to get back to work on the polymers. I think I'm close to something." This was true. Peter had scribbled a few formulas onto the pages he had gotten, and wanted to test the chemical equation he had worked out.

"Hold up a second, Pete," Ben said, holding one hand up. "You have plenty of time to do that later. I was kinda thinking we could go play catch in the front yard."

Peter blinked. "What. I mean, what? I... what? Do we even have a football or anything?"

"Yeah," replied Ben. "I found it while cleaning the garage. It's a small one, but I pumped it up and it should be good to go."

Peter still looked somewhat put off the idea. "...I don't know. I was kinda hoping..."

"Oh, come on, Peter," said Ben, walking in the direction of the door and motioning for Peter to follow. "If you keep sitting on your butt all the time you're gonna get fat. Let's go play catch."

Peter threw his hands up, placing the photocopied pages on his desk. "Fine. I'm a-coming."

"Be safe," May said. "I don't want you coming in five minutes from now with a bloody nose."

"Oh, we'll be fine, May," Ben said. "Want to join us?"

"No, thank you." May held up her copy of _O Magazine_. "I'll stay in the house with my magazine, away from flying pigskins of death. Have fun."

"I'll try," Peter said, starting down the stairs.

They played catch for half an hour, Peter catching a total of eleven throws and successfully returning even less. They remained cheerful, though, as Ben pointed out that Peter would likely never want to learn football anyway and Peter pointed out that Ben was almost as bad at throwing as he was. Eventually, though, they got bored and went inside. Peter had never really been focused on playing anyway. He was still celebrating, his mind giddy that it would finally, _finally_ be put to some sort of challenge.

More important than that, though, was that he would be working in the bioengineering division of one of the big two corporations attempting to engineer superhumans. Peter had a hand in the birth of a new age. He would be creating Marvels.

**Osborn Corporations Tower, Manhattan,**_ September 9, 2013_

"Welcome, interns," said Dr. Curtis Connors, smiling at the twelve men and women in front of him, ages ranging from fourteen to twenty-two. He made a sweeping gesture to the lab around them with both arms, and it was immediately noticed that one of them was prosthetic. "Welcome to OsCorp's Bioengineering laboratories. You already know what we do here. The idea of creating superhumans is more than likely what drew you to OsCorp.

"However, in the process of moving towards that goal, hundreds of potential biomedical and genetic applications have revealed themselves to us. In the last two years alone, we have reverse-engineered nearly one hundred different viruses, including HIV and rabies, and have developed potential cures for each and every one of them.

"And now," Dr. Connors continued, "you are lucky enough to join us when we are, by my estimate, less than a year away from making the super soldier not only possible, but a real asset in the battlefield." Dr. Connors smiled, lost in thought for barely a second before looking down at his clipboard. "Now, I've sorted you into respective divisions of this laboratory two interns per. If you're unsatisfied with your position, you can talk to me about it, although I'd like you to take part in your division for at least six weeks before you decide you don't like it. If you would all refer to the projector behind me..."

Dr. Connors stepped to the side, and the fresh interns crowded around a table with a beveled edge. Presently, the small border around the table of lasers lit up, and a chart appeared hovering in midair, showing each intern where he or she would be assigned.

_Wait. Holograms? OsCorp has HOLOGRAMS?!_

Peter stood on tiptoes, attempting to see over some of the taller interns in front of him with no success. He sighed to himself, waiting patiently to see the hologram (_!_). _Parker, Peter B: Transgenic Research._ Peter frowned slightly as he looked around for where that particular part of the lab would be, before shrugging and approaching Dr. Connors.

"Yes?"

"Hi," Peter said, suddenly feeling like a bit of a moron. "I'm assigned to transgenic research. Which, ah, which section of the lab is that in?"

Dr. Connors pointed northeast. "Over there. You can tell because the scientists look slightly shaggy. Don't tell them I said that."

"Of course not," Peter replied. "I'll make sure to exaggerate. By the way, Dr. Connors, thank you so much for accepting my application. I've been wanting to do things in this vein for half my life."

Dr. Connors nodded. "I understand that passion. We all do."

"I know." Peter looked towards the part of the lab where he was assigned. "So I'll get to work then."

He walked to the corner of the lab, shaking hands with one of the scientists there. "So. I'll be working with you then. Where are we at right now?"

_October 1, 2013_

Peter looked at the hologram in front of him, extremely impressed with himself over what he had put together. "Hey," he called to Dr. Connors, who was some ten feet behind him. "Come look at this."

Dr. Connors watched over his shoulder for a moment as Peter compacted a group of equations he had put together, dropping the holographic bundle into an equally holographic receptacle. "What are you trying to accomplish here?"

Peter pointed at the hologram as a computer model of a ribosome appeared, a line of messenger RNA slowly attaching to it. "I borrowed the chemical equations for the Feline Immunodeficiency Virus from the viral researchers over there," he said, jabbing his thumb over his shoulder, "and worked out a way to get the cell of an animal to manufacture a retrovirus based on itself." The hologram showed another longer piece of RNA attach itself to the one the ribosome was at work on. "I _think_ it works for retro's other than lentiviruses, but in any case I think we could use it for a excellent gene delivery vector for future projects." The hologram in front of him illustrated his ideas, the ribosome slowly forming a retrovirus based on the RNA it had been given, complete with a payload consisting of the RNA formed by the host cell. "Uh, any questions?"

"Why do you attend _public school?_" Dr. Connors asked, completely blown away by what Peter had shown him.

Peter shrugged. "Can't afford a private one. My aunt wants me to have at least some semblance of interaction with my peers. It's illegal to not attend school." He turned to face Dr. Connors. "So. What, uh, what now?"

Dr. Connors inhaled. "Now," he said, "I'm transferring you to superhuman engineering effective immediately."

"Wait, what?"

"We've had much of the ideas behind the serum ready for a while. The payload, though, has been a problem, and although transgenics was always one of the ideas, that opened up even more problems. How to manipulate preexisting DNA into a retrovirus, which genes to be put into the virus... I assume you showing me this implies that you solved that particular problem?"

"Yeah."

"Amazing. I want you to modify your work slightly. The others working over there will show you what I want you to do."

"Alrighty then." Peter nodded, starting across the lab to the area for superhuman engineering. "I'll, uhm, I'll get started." Looking around at the section of the lab he had been transferred to, Peter took stock of the five scientists and two interns working there. A small half-smile forming on his mouth, he tapped one of the scientists on the shoulder. "Excuse me. I have something you might want to see."

**Midtown High, **_October 9, 2013_

"Hey, Pete!" said Flash, accidently-on-purpose stepping on Peter's toes and holding out his homework. "Here's today's load. And I caught that note last time that said, 'Flash didn't do this Peter did'. Don't do that again."

Peter glared at Flash quietly for a moment, then his eyes wandered to the small group just behind him. Flash's two cronies, Kong and Randy, were there, along with Liz Allen, Sally Avril, and MJ. Peter stared at the latter for a few seconds, and MJ looked at her shoes.

"Gotcha," Peter said, taking the homework from Flash. "no notes." And with that, he ripped the papers in half.

"AH!" Flash looked down, shocked, at the torn papers at Peter's feet, then up at Peter. "Have you gone nuts?"

"_Grown_ nuts," Peter corrected, and winced a second later at how terrible that sounded. "I'm not doing this again. I'm not. If you _pay attention_ in class, you know, like you're supposed to, you would be able to get this stuff out of the way _on the bus ride home_." He held his hands up, taking a few steps back. "If I were you, I'd be getting new copies of the assignments about now, Eugene."

Flash glared at him, taking a step forward. "Are you serious right now."

"Yeah. Why—oh no."

The right cross hit Peter right below the eye. It was only because he saw it coming an instant beforehand and managed to turn his head that it didn't hit him right in the nose. As it were, Peter was dropped like a rock, and Flash took the opportunity to kick him in the gut as he lay on the ground. Peter curled up slightly around the blow.

"Asshole!" Flash yelled, kicking him again. After a second, he turned and walked away, along with his now slightly quieter group. MJ looked at Peter sympathetically as she turned a corner and disappeared.

Several seconds later, Peter shakily got up, almost collapsing again and holding his stomach. He probably wouldn't bruise too badly; he didn't bruise easily. His face would be red for a while though, he knew. Peter took a deep breath, now alone in the school hallway, and pushed his glasses back up with his thumb. Standing in silent contemplation for a moment, he turned and began walking for the exit.

**OsCorp,**_ later_

Dr. Connors adjusted his collar slightly as Norman Osborn stepped into his office. No two ways around it, the man was scary. Brilliant; he had almost single-handedly turned OsCorp into a corporate powerhouse rivaled only by Stark; but downright terrifying all the same. Nevertheless, Connors forced a smile. "Mr. Osborn. I'm glad you wanted to see what we've created."

Osborn picked up a small lizard statue on Dr. Connors' desk, examining it. "And I'm glad you've managed to create a prototype super-soldier serum so quickly."

"I wouldn't call it a super-soldier serum exactly. It's a transgenic virus, and it has far more potential uses than the creation of a one-man army." Dr. Connors stood. "Given the right base, we could use it to cure diabetes, halt cancer... regenerate lost limbs..."

Osborn raised his eyebrows at Dr. Connors' last suggestion. "Hmm," he said, eyes flickering down to the prosthetic hand emerging from Dr. Connors' right sleeve. "Yes. I suppose so. In any case, I came to see what you have in person. And pardon me if it's a bother, but I brought my son. I wanted to show him my business, and a hands-on tour seemed like one of the better ways to do so. He's examining the laboratory now."

_meanwhile_

"Hey."

Gwen Stacy turned to see a young man, slightly older than her, standing a few feet away with his hands in his pockets. He smiled at her, a slightly superior smile that had probably been coached, as Gwen's eyes flicked up and down his body, taking stock of his designer clothes.

"I'm Harry Osborn," he said, and Gwen's eyes widened slightly. "What's your name?"

Gwen tapped the identification on her lab coat. "My name's Gwen," she said. "Gwen Stacy. You're Norman Osborn's son," she observed. "What are you doing here?"

Harry huffed slightly at the association, then shrugged. "My dad wanted me to look around while he was in there—" he jabbed his thumb at Dr. Connors' office "—so here I am. Do you want to go out sometime?"

Gwen leaned backwards slightly, taken aback by the sudden yet completely expected question. "Um, no thank you."

"You sure?" he asked, taking a few steps forward. "I know a place. A really nice place."

"You're talking about Olive Garden, aren't you?" Gwen asked, as deadpan as she could. "Still no."

"Ah, come on. I could show you a great time - "

"Hey." Another intern, a boy about Gwen's age with brown hair and glasses, stepped between them. "You ever read that book 'She's Just Not That Into You?'"

Harry's eyes narrowed. "Do you have a problem?"

"Let me check." His head turned towards Gwen. "Was he annoying you?"

"Yes," said Gwen.

"So, yeah." The boy turned back to Harry. "I kind of do have a problem. Leave her be."

"Alright." Harry backed off a single step. "I will. And you leave me be."

The boy raised his hands. "Hey, I was ignoring you for two minutes before you started harassing her. I'm glad to go back to it."

For a second, Harry looked as though he was going to shove the boy (_Peter?_ Gwen thought to herself. _His name's Peter Parker, right?_), and then a hand fell on his shoulder. "Harry," said the deep, intimidating voice of Norman Osborn. "Is there a problem?"

"No," Harry said after a pause. "No problem, Dad."

"Good," said Osborn, taking his hand from his son's shoulder. That these two were father and son there couldn't possibly be a doubt. They had the same high cheekbones, although Harry's weren't as sharp. They had the same red-brown hair cut short, although Norman's contained hints of grey and his widow's peak rested higher on his forehead. They had the same dark blue eyes, although the skin around one of the pairs had distinct wrinkles of age and stress. One could tell by every aspect of their body language, though, that Norman Osborn and his son couldn't be more different.

For one, Norman Osborn was freaking _scary._

"Peter Parker," Osborn said aloud, reading Peter's identification. "Dr. Connors specifically mentioned you in his report."

"Really?"

"Really really." Norman smiled, and Peter felt as though the entire world's population of puppies had suddenly keeled over. "He mentioned that one of the largest stepping stones to the final creation of the super-soldier serum was provided by you."

Harry glared at Peter briefly from behind his father. He saw where this was going. Norman Osborn, billionaire CEO, had always found shame in his teenaged, hormone-driven, irresponsible son, and had found a way to remind Harry of that every day. According to himself, Norman had, by the time he was seventeen, set up a bank account of his own and had made nearly half a million dollars on the stock market and by repairing the technology of the people in his neighborhood. He had always seen Harry as a massive disappointment for not even attempting to do the same.

And now a geek, an awkward teenage genius with a White Knight tendency, was making nice to his father. Harry fumed quietly.

"It's not really a serum," Peter said, voice trembling slightly. "It's a, uhm, it's technically a transgenic retrovirus. And I only gave the others something that I had worked on over... over there." He indicated in the general direction of the transgenic research division. "Really, you should be talking to... someone else. One of those scientists." He pointed at the scientists nearby. "You know. The people on the payroll. Heh. They tweaked it to form the...the hybrid of a lentivirus and marnavirus."

Norman smiled slightly. "Save the humility for when you need it. There will always be people who helped you along the way, but the Oz virus is, first and foremost, yours."

A wonderful, awful idea suddenly made its presence known in Harry's mind while his father was talking to this intern. Several containers on a table thirty feet away contained a few small animals; for what reason Harry didn't know. He crept over to them, unnoticed by all, and took a look-see.

In the two containers closest to him, two extremely large spiders crawled around the inside of the glass. Harry's hand hovered over one briefly, then drifted to the other container, then changed his mind and grabbed the first one, carrying it over to the coat racks.

A black backpack hanging on one of the hooks had a strip of duct tape above the top zipper, the words _Property of Peter Parker_ semi-neatly scribbled on it. He screwed the lid of the container open, dumping the spider onto the backpack, and then hastily walked back to the table and set down the jar.

"Probably shouldn't have said that within everyone's earshot," Peter commented.

"I didn't say they weren't a major factor," Norman replied. "Or that they wouldn't receive bonuses, or acknowledgements in the respective letters to Weapon X and SHIELD. What I am saying is that you have provided one of the most valuable contributions to this project and there is a brilliant future ahead of you in this field."

Harry rolled his eyes at his father's tone.

"Oh. Well, thanks. That, uhm, that was certainly Plan A." Peter scratched the back of his neck. "Um."

Norman glanced at his watch. "A word of advice, though: work on your confidence. Now. Dr. Connors. Have you started a patent application?"

As Osborn and Dr. Connors walked away, Peter looked upward and exhaled. "Jeez."

"Praise from the CEO himself," the blonde intern said near him. "That's impressive."

"That was _terrifying_," Peter said back. He looked at Ms. Stacy, noting her expression. "Don't be jealous. Believe me when I say; you wouldn't have wanted to be in my position."

"I'm not jealous," Ms. Stacy said, the statement only partially dishonest. "He was right. The virus, what'd he call it, the Oz virus was about 60% your brainchild."

"Thank you," Peter said honestly. "So what'd you do?"

Ms. Stacy shrugged. "I was part of this division to start, so small things here and there. I plugged the protein shell into your algorithm, for one, and I helped with the process for ensuring near-immediate cellular modification. I also corrected a few small errors I found in your thing, nothing big. You accidently rounded down when you calculated decay correction, so I fixed that for you."

Peter's eyes widened. "In other words, if it wasn't for something _you alone_ caught, whatever abilities the subject manifested would have been temporary at best. _And_ you helped make sure power development wouldn't take five years?!" He extended his hand to shake. "I think you have as big a part in the creation of the Oz virus as anyone. Congratulations, Ms. Stacy."

"Gwen," said Gwen, shaking Peter's hand. "We're not old enough for formalities."

Peter smiled, and then his phone buzzed. "One sec," he said, taking it out of his pocket. Upon reading Uncle Ben's text (_i m here_) and then looking at the time (5:13), he slipped it back into his pocket and said, "Hey, my uncle's here to pick me up. I gotta go."

"See you tomorrow," said Gwen, and then, "Wait, your _uncle_? Do you not live with your parents?"

"Not since their plane crashed," Peter replied.

"...Oh. I'm... I'm sorry."

Peter shrugged. "Don't be. It was back in 2002; I don't remember much of them. As far as I'm concerned, Aunt May and Uncle Ben are my parents." His phone buzzed again in his pocket. "I gotta go."

Peter turned and walked to the coat rack, shrugging off his lab coat as he did. He hung it on his arm as he pulled his phone out of his pocket and selected Ben on speed dial. "Hey, Uncle Ben," he said, grabbing his backpack off the coat rack without paying much attention. "I'm still in the lab. No, I'm done, I just got to talk with Norman Osborn. And then this pretty girl. So, yeah, I'll be down in a seconAH!"

"...What?" Uncle Ben said on the other end of the line. "What was that?"

Peter examined the back of his right hand where twin dots of blood slowly expanded to the size of twin dewdrops. "Nothing. There was this huge spider on my backpack. It bit me." He looked down at where the spider had fallen, and had to search for it for a second. "What? No; it's a common (no, wait, too large, ummm...) it's a giant house spider, I think. I don't think they're dangerous to humans, although this one really knows how to bite. I probably just scared it." Peter went to step on the thing, and was surprised to see it move out of the way at the last second. He tried twice more, finally managing to crush it. "Yeah, I'll be right down. Kay. Bye."

Peter tucked his phone into his pocket, pulling his backpack onto his right shoulder. Hanging his lab coat on the hook, he turned and pushed open the glass door of the lab, and then noticed that the spider bite on his hand was already starting to turn red and swell. He stared at it for a second, before shaking his head slightly and walking briskly out of the lab.

**The Parker Residence,**_ fifteen minutes later_

A very pale Peter stumbled into the house, unsteady on his feet. He blinked twice, trying to clear his mind, and failed miserably. The hair on his arms was standing on end. The bite mark on his hand had already swollen to the size of a quarter.

"Hi, Peter," said May, pulling a toothpick out of a loaf of banana bread and examining it for unbaked dough. "I'm almost done with dinner, so..." She looked at Peter, who was leaning with difficulty on the doorframe. "...What's wrong?"

Peter shook his head, momentarily too out of breath to respond. "...Think I'm coming down with something..."

"I'll say," said Uncle Ben, arriving through the door. "No offence, Pete, but you look like crap."

"Feel like crap," Peter agreed, slowly noticing that he could feel multiple steady pulses in his right arm. His own, and two others. "...Y'know what?" Peter turned and made his slow way towards the stairs. "Think I'm gonna skip dinner, if you don't mind. I want to sleep this off."

"Are you sure?" May asked.

Peter nodded. "Yeah. Pretty sure." He forced down a dry heave. "Yeah, definitely. G'nite guys." With that, he turned and moved up the stairs as quickly as he could.

"Huh," said Ben as they heard his bedroom door slam. "That's weird."

"We should go check on him," said May worriedly, "to make sure he's okay."

"He probably is," Ben replied. "May, he's not seven. He's smart enough to tell us if he thinks it's serious; I'll bet it's just a bug."

**Peter's room**

Sitting with his back to the door, Peter took a few deep breaths. His right arm was going nuts, and the sensation was spreading slowly. His stomach flip-flopped in his abdomen, as if trying to decide whether to empty itself or not. He felt very cold (usually a sign of fever), completely exhausted, and his sense of balance was failing him. A massive headache was spreading though his brain.

Sights set on his bed, Peter put his right hand on the back of his door, noticing all the minute differences in grain beneath his fingers as he did, and pushed himself to his feet, noticing in passing that his right arm was taking much less strain from this than he would've, say, yesterday, even despite the exhaustion plaguing him. As Peter moved away from the door, five small _cracks_ could be heard. He looked at his hand, and was too tired to be surprised at the small wood chips that had glued themselves to his fingertips.

His bed was soft, but the few small lumps that had always been there now stood out. Peter shut his eyes tightly, pulling his glasses off and dropping them on his nightstand. For a few minutes sleep refused to come, although those few minutes were interspersed by only four (_DEAFENING_) ticks of his wall clock's second hand. At last, though, exhaustion overtook him and he sank into unconsciousness.

On some level, he reflected later, he had probably figured out what was happening. The dream he had certainly seemed to indicate as such.

A spider drifted down, supported by the long, thin length of deoxyribonucleic acid that it trailed like silk. It extended a front leg, landing and settling on an enormous cobweb of genes. Quickly, it scurried along one of the numerous main strands holding the genome together, finding a very specific one and biting at the connection.

The spider quickly consumed the old gene, then leapt across the gap trailing its own. The spider attached the new length of DNA, then made its way across the genome, finding the next gene to replace. It paused several times, adding completely new genes at key locations, replacing some old ones and putting at least one new gene where there had never been one before. One final pause, and it began work on an egg sac, filling it with eggs. On completion, the spider died, its only purpose complete.

Several minutes later, the sac burst and four hundred baby spiders crawled out, quickly eating all trace of the sac and then going to find their own genomes.

This was happening everywhere. Exactly the same procedure, one hundred trillion times. Each spider spawned four hundred new ones, the number growing exponentially as the process went on. Within twenty minutes , every last web had been worked on by a spider, nearly forty quadrillion spiders were left without a web to change, and over the next four hours every last one of them died.

The massive web, the trillions of genomes that they left behind, were not the same web that had been there before. Not even close. The person this web belonged to, the man that it made up, would never, ever be the same man he was. Something new had been created in that twenty minutes. The giant house spider had added its own DNA to the web, and the result was something amazing.

* * *

_Marvel_, along with the more cynical term _Person of Mass Destruction, _is by far the most common slang for superhero. The term had been coined by photographer Phil Sheldon in the 1960s, to provide a collective name for all the fantastic people who were appearing in the world. Captain America had been the first, followed by the Human Torch and Union Jack. The Captain had gone MIA near the end of WW2, but a trend had started.

Experiments by various governments to recreate the super-soldier serum that gave the Captain his powers had had mixed results. The first and only real success was the second Captain America, "Commie Smasher," who went insane and died in 1958. Continued experiments indirectly lead to the creation of mutants, humans with naturally occurring superpowers. These mutants were immediately hated and feared by the general public, which was not helped by the mutant terrorists who believed that mutants were the next step in human evolution. In 1975, an unofficial response team called the X-Men were formed, and a school for helping mutants control their abilities was approved by the U.S. government. The group existed to this day, with a rotating membership.

It is believed that the experiments with bio-augmentation are also indirectly responsible for the steadily climbing percentage of prodigies being born. Although there isn't any definite proof for this theory, it is one of the more popular inferences drawn. From the 1970's onward, the percentage of people with IQ's over 150 has been increasing steadily, with approximately 1 person per billion being born with an IQ of over 200. Most historians consider the most recent decade to be a very exciting and frightening time; in addition to Steve Rodgers, the original Captain America, being discovered frozen in the Arctic but miraculously alive, the first members of the Genius Boom have reached an age where they can join the superhuman arms race.

In 2006, Dr. Bruce Banner developed a serum he hoped would increase both durability and radiation resistance, and through a freak accident was exposed to both it and an instantly lethal dose of gamma radiation. The result was something straight out of a monster movie: a huge, green, nigh indestructible humanoid berserker strong enough to lift and throw a tank. Promptly nicknamed the Hulk, both it and Dr. Banner vanished.

In 2008, Tony Stark developed a suit of armor that could fly, gave the wearer superhuman strength, and contained enough weapons to flatten Rhode Island. A personal project of his, the Iron Man suit made him the first Marvel to be a military asset in decades.

In 2011, a man appeared with superhuman strength rivaling that of the Hulk's, the ability to control the weather using the Viking war hammer he possessed, and the ability to fly. Known only as Thor, it is unknown whether he is a lunatic with hyperadvanced technology, a mutant with delusions of grandeur, or (as a brave few are willing to suggest) the actual Norse God of Thunder.

In 2012, a form of nanotechnology reverse-engineered from Thor's hammer was developed by Stark, capable of allowing the user both limited energy control (it can be programmed for heat, kinetic, or electricity) and limited invulnerability to that form of energy. Called Extremis, it is currently used to better interface with the Iron Man armor.

In 2013, a transgenic retrovirus called Oz was developed by Osborn Corporations, allowing for the near-immediate development of superpowers based on another species.

Not two weeks later, a young Marvel calling himself Spider-Man appeared in New York City.

* * *

**A/N: You should see the version of this on my laptop. Every character's thoughts have a different font corresponding to what I imagine their handwriting to be.**

**I'm going to be taking inspiration from a little of everything here. 616, Ultimate Marvel, Marvel Adventures, 2099, both movieverses, most of the TV shows, and various fanfic 'verses. I'm gonna try to make this sort of a deconstruction of the superhero genre, while at the same time making Spider-Man a reconstruction of superheroes themselves. As the story goes on, I imagine that the less-than-pretty aspects of superhero life are gonna take their toll on Peter, while at the same time he sort of works with and fixes them.**

**There are two reasons I made Peter an OsCorp intern and actually partially responsible for the Oz virus. The first is that someone smart enough to invent webbing would probably want to something constructive with their brain. The second is that I think that's the only justifiable way for him to get even _near_ something that could give him superpowers. Something like that wouldn't be open for the general public to look at, and they would _not_ allow an entire class of high schoolers to come in and see a work-in-progress super-soldier serum. Also, it opens up plenty of potential storylines.**

**I decided to make one chapter of this equate to one issue of a comic book, which I hope explains its length. Sorry 'bout that. Most later chapters will be shorter.**

**Please leave a review and tell me what you think. _Excelsior!_**

(Actually, does anyone have a better title for this story? The first draft was titled _GMO: Tegenaria duellica,_ but I want a new one for the new version.)


	2. Evolution

**A/N: I meant to upload this yesterday. Whoops.**

**I'll be updating this every two weeks, keeping with the whole "this is a comic book" idea. I decided to play with Peter's power set a bit, the first example of which being that I've taken apart spider-sense into what I think it would logically be made up of.**

* * *

**New Marvel: The Amazing Spider-Man**

**Genesis- Part Two**

**"Evolution"**

An alarm clock starred ringing, and Peter's hand had already shot out and crushed—_crushed_—his own before he realized that the sensation was coming from through two walls and a great deal of space. He twitched violently as a multitude of movements hit him and fell out of bed, the material of his clothes rubbing against his skin and the vibration of the alarm putting him on edge.

His own heartbeat was a steady, rhythmic pulse that his nerves refused to ignore. The heartbeats some twenty feet away were almost as bad. He twitched as he felt, both through the floor and the air, Uncle Ben's feet hitting the floor, the sensation deafening for lack of a better word. He felt Uncle Ben start moving around, felt the material of the carpet rubbing on his cheek and arm, felt the air current under the door seven feet away, felt the second hand of his wall clock move once, felt the wall and window vibrating as it absorbed the force of the wind outside. Peter clutched his head in his hands as all this and much, much more hit him and he absorbed it all.

Simultaneously.

Peter was paralyzed, every air current, ripple in pressure, and vibration feeling like a tornado. Everything was catching his attention at once, every last fiber in this stupid carpet. Peter twitched as he felt Uncle Ben walk down the stairs. He had no idea how to move when every last current of air was pressing on him with a force of what felt like at least seventy newtons.

On the nightstand above him, a fly started to lift off.

Peter moved on instinct and reflex, leaping up, twisting in midair, reaching out one hand and grabbing the fly between finger and thumb. He stayed like that for a moment, crouched with his right hand stretched out, the fly hazy in his nearsighted vision but clearly discernible as it buzzed weakly in his grasp. Gradually, he released it, and it fell to his nightstand, one wing crushed.

Okay. As disgusting as that was, Peter was slightly glad. He now had learned how to (sort of, kind of) focus on one thing in particular, although he was still paying attention to everything at once.

Peter stood, grabbing his glasses and hastily pushing them onto his nose. He twitched as the second hand of the clock ticked again, then he turned towards it as he realized that that second took a strangely long amount of time to pass. He focused on the clock, waiting for it to tick again, and found himself waiting _way_ longer than expected. Just when he thought his clock had stopped, he jumped at the (very, very loud) tick. His own watch had ticked while he was waiting, but he could feel the source of that tick had been both smaller and located on his nightstand. Peter turned, staring at his wall clock, ready to conduct a test. The instant the second hand moved again, he started counting in his head.

He had reached forty when the second hand finally decided to move.

The same had happened with his watch, which meant that they probably weren't slow. Peter shook his head slightly. The best way he could think of to describe this was "like slow motion, but not." It made no sense, but there you were. He saw things as they happened, but he was thinking and... _keeping up_ faster than normal. Way, way faster.

_Apparently, forty times faster. Huh._

The clock ticked again, and Peter forced himself to ignore it. Instead, he turned to his alarm clock, or rather the mass of broken plastic and circuitry that had been his alarm clock. He looked at his own hand, then back at his clock, very perplexed. Hoping that it was nothing more than a fluke, something to do with last night's illness (_Which would almost explain things_), Peter attempted to shake off his completely justified anxieties and turned towards his door. A quick glance at the clock on his way revealed that barely twenty seconds had passed between waking up and now. He raised his eyebrows. _Okay__,_ he thought, reaching for his doorknob. _I'm going to have to get used to my brain going this fast. Is there a word for this? Besides insanity? Lessee, accelerated cognition...hypercognition? Is that a word?_

He stopped thinking about this as his hand finally reached his metal doorknob, and it crumpled in his hand like a piece of paper.

Peter was, by now, thoroughly terrified. Increased strength, hyper awareness, hypersensitivity to vibration, and hypercognition (_Note to self: look up later_) were not something he had expected or wanted, and if it turned out he was a mutant his entire life would blow up in his face. He could imagine everyone in Midtown High attempting to lynch him already. Peter tried to let go of the doorknob, only for it to tear off the door as he moved. He stared at the former doorknob stuck to his palm, then attempted to pull it off with his other hand.

No dice. The metal just deformed more. Peter thought for a moment, then jumped as the clock above him ticked once. The knob fell off his hand.

Peter, desperately trying to keep his head, pushed the door open with his foot, careful not to break anything else. He grabbed his backpack and left his bedroom, starting down the stairs.

"Hey, Pete," said Uncle Ben, smiling as Peter entered the dining room. "Feeling better today?"

Peter shook his head. "NoIreallydontIdoubtIcangotoschooltoday," he said, as fast as his mouth could form the words (far, far faster than normal, but still lagging so far behind his brain the words kept tripping over themselves).

"...What?"

Peter took a deep breath. "Sorry," he said, deliberately slowing himself to roughly the speed he heard Ben talking at. "What I said was, I don't really feel better. I don't think I can go to school today."

"Really?" said Ben. "Are you sure? You look fine to me."

"Yeah, but I feel weird." Peter had thought about it, and he decided that _weird_ was probably the best way to put things at the moment. He found himself scared of the notion of telling Aunt May or Uncle Ben that he might have become a mutant overnight.

"How weird?"

Peter scratched his head. "_Weird_."

"Well," Ben said slowly, "I'm not going to force you to go to school, so I suppose you can stay home." He set his fork down. "Pity, though. You said in the car that you were running tests at OsCorp today; I really was hoping you could tell me how that went."

Peter shut his eyes slowly (well, by his new standards). "Right," he muttered to himself. Uncle Ben always took the only car when he went to work, which meant that the only way Peter could get to OsCorp was from school. And yes, they were running tests today. "Never mind," Peter said gloomily. "I'm going to school today."

"Sorry, kiddo," said Ben, meaning it.

"Whatever," Peter said, no emotion in his tone.

"Good morning Peter," said Aunt May, entering the dining room with a plate of chocolate-chip pancakes. "Are you feeling better today?"

"No," Peter said simply, grabbing the fork in front of him and pulling three pancakes off the plate, "but my appetite's back."

This was absolutely true. It was back with a vengeance.

**OsCorp,**_ later_

Norman Osborn stood up slowly, drawing himself to his full height nearly 6 inches above Dr. Connors'. Slowly, and with a voice that was as hard and cold as steel, he said, "Define...'disappeared.'"

Dr. Connors cleared his throat nervously. "Disappeared. The spider's gone. We came in today and found the container labeled _Tegenaria duellica, variable_, empty. We don't know how it got out, but now it's gone."

Norman rested his fists on the surface of his desk, closing his eyes, clenching his jaw, and trembling with rage for just a moment. "How," he said, with obviously forced calm, "would a spider escape a sealed container by itself?"

"Well, for its size it is one of the fastest land animals on—"

"Shut up. When you find out who is responsible, fire them and report them to me..._not_ in that order. Until then, I am holding _you_ personally responsible. And thank whatever god you worship that you're irreplaceable."

"Yes, sir." Dr. Connors' forehead was starting to sheen.

"Also,_ find that spider._ If that thing gets out of the building with the Oz virus in its system, whatever happens after will be both unstoppable and _entirely your fault._ Understood?"

Dr. Connors was nodding like a bobblehead. "Yes, sir."

"Good. _Get out of here._"

Dr. Connors was gone in less than three seconds. Norman exhaled through his mouth for a moment, and then brought both fists down hard onto the surface of his desk. The mahogany buckled and broke like styrofoam, and he stared at it briefly.

He had known, of course, that he was plenty strong enough to do that. Oz was not the result of OsCorp's first foray into the super-soldier arms race, but the serum that they had developed five years before had proved utterly fatal to anyone and everyone without what had turned out to be a dormant X-gene. Cells spontaneously died _en masse_. Promising for cancer patients, possibly, and his wife's condition had been what had caused him to fund it as much as he had. Alas, Emily had died, and although his mind was startlingly clear now, Globulin Green simply had not panned out.

The Oz virus was something else entirely. At this point, it wasn't guaranteed to work, but even if this draft didn't, the headway they had made, so far ahead of schedule, had been extraordinary. And if he lost that spider, if someone else found it...

He didn't like to think about it.

Taking his cell phone off the floor from between the two halves of his former desk, he called maintenance and instructed them to come up and start clearing away the desk's remains. He made a mental note to better control either his temper or his strength. Otherwise, he had the potential to lose a lot more desks soon.

**Midtown High School,**_ meanwhile_

_This was a bad idea._

Peter sat in class, fourth seat to the left in the second row, frozen in place as a hive of information hit him from all directions. He could see the individual flickers of the florescent lights. His skin, he had concluded, was more sensitive to movement now than his eardrums. This in itself would have been irritating (HIS OWN MOVEMENT _AAARRGH_) if his skin didn't also happen to encompass three hundred sixty degrees. As it was, he could feel _everything_.

Seventy-three heartbeats from seventy-three different people (the twenty in this room, the forty-three in the rooms adjacent, and the nearer half of the room across the hall) reached his skin in the form of vibrations and subtle ripples in air pressure, feeling like seventy-three different extremely small bass speakers. The more pronounced movements of nearly everyone, right down to the subtle shifting of position, were nearly deafening. It was a testament to... _something_... that Peter was able to even move, what with all the movements, vibrations, and air currents he felt simultaneously. His hypercognition certainly helped, keeping events more separate and allowing him to cope in less time, but even so, Peter was very nearly overwhelmed by all this.

And the conversations were annoying to have to listen to.

"Hey," whispered Sally Avril to Liz Allen in the back of the classroom, "I think Randy looked at you."

Someone who sat in the front of the class in the classroom next door coughed.

A small spherical thing flew through the air in a projectile arc, aimed directly at Peter's head. He immediately leaned back to avoid the spitball, which completely missed him.

"Hey, I'm gonna kick your ass in Call of Duty this afternoon."

"What's that smell?"

"Yeah, I opened the email and my entire computer went _ppphhhfftt._"

"Seriously? Are you sure?"

"Dammit."

"Haha, fat chance."

"Bad luck, man. That bites."

_SHUT UP!_ Peter wanted to scream. He pressed his palm to the surface of his desk, immediately hearing cracking. _EVERYONE SHUT THE HELL UP! I DON'T CARE ABOUT YOUR STUPID LIVES! __**I DON'T WANT TO HEAR THIS!**_

"For simplicity's sake," said the teacher (the one in front of the room he was in, Peter was almost absolutely sure), "we're going to round Pi to 3.14. Could anyone tell me how to calculate the volume of a sphere? Parker?"

Peter, who had been pressing his forehead to the back of his hand, looked up. "Hmm? What?"

_**VVVVVVVVVVVVZZZZZZZZZZZZ**_

"AAAAGH!" Peter screamed, jumping, flinching, and falling out of his desk at the same time as the cell phone in someone's pocket five feet away vibrated. His desktop snapped violently in half, part of it remaining stuck to Peter's palm as it came away. He pushed himself to a sitting position, staring at the former desk, then stood as he tried to pull the laminated plastic off his hand.

"Whoa!"

"Jeezus, Parker!"

"What the hell?"

Flash Thompson, who had lowered his straw upon seeing this, laughed. "_And for my next trick,_" he said, imitating Peter's voice (badly), "_I shall actually trip while sitting down!_"

Peter shot a glare at Flash, and the piece of desk stuck to his hand fell off immediately. He glanced at it, kicking it away from where it was leaning on his leg, then turned to the teacher. "...four-thirds of Pi times the radius cubed."

"Parker!" The teacher said, walking down the aisle, astonished. "How did you—"

The teacher's fingers touched Peter's shoulder, probably the beginning of an action to turn Peter towards him, but the sudden(-ish) movement, plus the sensation of something solid in contact with him, caused Peter to perform a very violent flinch.

"JEEARGGHH!" Peter yelled, jumping and falling away from the teacher. He landed on his shoulder, not at all hurt, and looked up at him. There was a few seconds of silence.

"Can I go?" Peter asked. "Please? Now?"

**In the bathroom**

Peter cupped his hands together, letting them fill with sink water and plunging his face into the makeshift bowl. The sensation in his face was jarring, but almost pleasant in a way. He shook his head, resting his hands on the side of the sink and forcing all other input into mental periphery, focusing on his own wide-eyed, trembling refection.

"So," he said to his reflection, forcing calm on himself. "We should probably get some things worked out."

He was not a mutant. He was, by now, 93% sure of that. As far as Peter was aware, there were no mutants, _ever,_ that had demonstrated more than two abilities. Hell, there were only like three mutants that had displayed more than one (Jean Grey had telepathy and limited telekinesis; Hank McCoy had superhuman strength and agility; and Logan, last name unknown, had a healing factor and claws). Already today he had discovered at least five. No, he probably was not a mutant.

_What is this, then?_

It crossed Peter's mind that he might still be sick. His increased strength and hypercognition was likely a result of massively increased adrenaline levels. His hyper awareness and extreme sensitivity to vibration was harder to explain off the bat, but he was sure that such things were occasional symptoms of a neurology problem. Peter didn't know much in the way of disease symptoms, but it seemed the most likely cause of all this.

The bell rang suddenly, and Peter flinched both at the abruptness and the volume of the thing. He threw a glare at the bell through the wall, lifting his hand off the sink, grabbing his backpack, and walking towards the door.

A small cracking noise and the piece of ceramic he felt on his palm informed him he had a passenger.

Peter stared at the piece for a moment as though trying to set it aflame with nonexistent heat vision before rolling his eyes and dropping his hand. As he took another step, he felt the ceramic fall off of his hand and huffed slightly. The sticky hands was a question that had been plaguing him for a little while, as was how it tied into the rest of the symptoms he had. So far, he had drawn a blank.

In hindsight, Peter would later realize he had been explicitly avoiding another possibility.

Peter started down the hall, listening in on all nearby conversations while at the same time trying not to focus on any one of them. He kept his eyes straight ahead, focused on the stairs some distance in front of him. His next class was upstairs. He could feel the teacher's footsteps above and to the right of him.

He could also feel Flash Thompson approaching him from behind.

"Hey, Parker!" he called.

"_What?_" Peter snarled, turning towards him.

Flash stopped. "Jeez," he said after a long pause. "Who the hell pissed in _your_ Cheerio's?"

"What do you want?"

"What was that thing about in class?"

"What thing in class?" Peter replied innocently.

"You know," Flash said bluntly. "Out of nowhere, you were all like 'AAA HEART ATTACK' and ripped your desk in half!"

"And now you're here to flick shit at me for it?"

"Well, not _yet_." Flash chuckled. "So what was that?"

"I," Peter said, "do not know. Now drop it. I'm dealing with enough right now without—ah, crap."

"Hey, what's goin' on?" said Kong, stopping next to Flash. "Whatcha doing talking to Parker?"

"We're not talking," Peter said. "I was just leaving."

"He had a seizure and ripped his desk in half in the middle of class."

"You _what,_ Parker? Hey! He left in the middle of our conversation!" And indeed, Peter had turned and was walking towards the stairwell. "I should kick his ass for that."

"Go ahead. Kick a field goal for me."

Peter felt the disturbances in the air of Kong moving towards him, and between that and the conversation he had witnessed, he knew what Kong intended to do. He stopped walking abruptly, letting Kong approach.

_To hell with this. I'm gonna exploit my superpowers while I have them._

_ Because these are totally superpowers._

Peter quickly (_really_ quickly, he noticed) moved out of the way as Kong's foot swung up, and he caught it by the heel, pulling it forward and sending Kong off-balance. He dropped his backpack into his other hand, whipping it around and hitting Kong in the face with it. Kong went falling into the middle of the hall, landing hard on his shoulder and ending up winded. Probably the first time he or any other member of Flash's little clique had ever done so.

"No goal," Peter said dryly, pulling his backpack back onto his shoulder. "Personal foul, fifteen yards. Knock it off, Kong." He smiled to himself as he finally, _finally_ got to the stairs, trotting up. He had made history for the class of 2017: he had knocked a popular guy on his ass. Peter silently thanked his powers (for that was what he was going to refer to them as for now). Because of them, perhaps he and the rest of the nerds that dotted Midtown's halls could walk just a little taller.

Happily, Peter opened the door to Advanced English 9, slipping inside just as the bell rang.

**OsCorp,**_ later_

"Hey," Peter said to Dr. Connors as he pulled on his lab coat, stopping right next to him. "Sorry I'm late. I stopped at this corner store on the way here, grabbed a snack." He held up the box that had held six Pop-Tarts and now contained nothing but empty wrappers and crumbs.

"You're not late," said Dr. Connors, glancing at his watch. "Actually, you're fairly early."

"Oh."

"Incidentally, I'm glad you're here earlier than normal, Mr. Parker. The spider we were using for the Oz virus went missing, and we need everyone to keep an eye out for it."

"...Oh."

"So while we're running tests on human stem cells, could you look for it? It's a giant house spider; about 65 millimeter legspan, brown with yellowish spots. You'll know it when you see it."

"Okay," Peter said weakly, very pale. "I'll, uhm, I'll get on that, then." He speed-walked back to the coat rack, crouching down and searching for spider remains. Nothing. The custodian must have come in during the night.

Peter took a deep breath, trying not to panic. In hindsight, he really should have figured this out sooner. Of _course_ he had been infected by the Oz virus. They had already finished developing the prototype, and he had heard someone mention that they had already begun a test on several different orders of animal. Spiders were supersensitive to vibration. So was he, now. Spiders had insanely fast nerve conduction velocity. He also did. He wasn't positive that spiders were hyper aware, but he was pretty sure that they were a good deal better at focusing on many things at once than humans. Eight legs plus eight eyes plus pedipalps and all.

For God's sake, the adhesion should have been a dead giveaway.

The adhesion also made it clear just how terrified Peter should have been. He had _grown nanohairs overnight._ Quite obviously, each and every one of his cells either were right now undergoing a massive overhaul, or they already had. Peter knew that the virus had been designed so that the change would happen pretty much immediately, but that didn't mean that it was even close to finished. A horrible image of a cancerous human-spider hybrid, venom dripping from its fanged mouth, formed in Peter's imagination, and he desperately looked around for an unused computer fitted with a gene mapper.

He sighed in relief as he saw one in the corner for Transgenic Research. Quickly making sure no one was watching, he inconspicuously walked to it and found a Petri dish treated on the bottom with an odd-colored material. Peter reached a finger into his mouth and scraped the inside of his cheek, wiping the translucent slime of cells on the bottom of the Petri dish and repeating the process several times. That done, he closed the small dish and slid it into the slot on the hologram projector. The vibrations of multiple fans started, and Peter gritted his teeth in discomfort.

After a few minutes (at least, that's what it felt like, what with hypercognition and all; it was probably only a few seconds), a holographic human body appeared, and Peter tapped his foot irritably. After a few more seconds that felt like long minutes, green letters appeared just above Peter's eye level.

_SEVERE MUTATION DETECTED_

_Yeah, yeah, I know about that,_ Peter thought. _I want to know the _extent_ of the mutation._

_Mutation Stabilized_

Hybrid:_ Homo sapiens _/ _Tegenaria duellica_

Peter tapped his foot. _Okay. The virus's work is done. That makes sense. But is it done with _me?!

After a few seconds, the words _CONDITION STABLE_ and _SPECIMEN HEALTHY_ appeared floating in midair at eye level, and Peter sighed in relief. _Condition Stable_ meant that he was not changing further than he already had. The Man-Spider Scenario could be safely disregarded as a possibility. _Specimen Healthy_ meant that he was not poisoning himself slowly. And between those two little phrases, every one of Peter's fears vanished.

_I'm fine. I'm not changing any more. I'm fine. My mutation isn't progressing. I'm fine._

_And. I . Have. _Superpowers.

Peter breathed out, suddenly reveling in the fact that he was one of only six or seven non-mutant Marvels to ever exist. He cleared the display, removed the Petri dish, and threw it into the nearest sink. Flexing his right arm, he felt his bicep. _Huh. No bigger, but rock hard. Wonder how strong I am. Obviously pretty strong, but I'd like to put a number on it. I'll have to figure that out later._

"Dr. Connors," he heard on the other side of the lab. "You may want to see this."

Peter turned his head, listening in on what was being said.

"What am I looking at?"

"The stem cells have released four hundred copies of the virus. And RNA for protein creation has already made its way to the ribosomes."

"...Incredible. Continue monitoring the cells for the next forty-eight hours and give me two hour updates. Also monitor the decay of the released viruses."

Peter grinned. They had hit the nail on the head. He thought about telling Dr. Connors about their first successful human trial, but held back due to what had been burned into his mind the previous day, simply because Norman Osborn himself said it.

_The respective letters to Weapon X and S.H.I.E.L.D_.

Weapon X was an incredibly secret government operation, one that was supposedly created for the weaponizing of mutants. Rumor had it that twenty years ago they had captured Logan last-name-unknown, applied an adamantium coating to his skeleton, and erased his memory. Peter had a feeling that they would be happy to have a mutate to experiment on. The Strategic Homeland Intervention, Espionage, and Logistics Division was an organization that, among other things, monitored attempts to create superhumans. Although Peter's parents had both worked for S.H.I.E.L.D., he wasn't sure he wanted them to know that he, Peter Parker, had become a Marvel.

And if he told Dr. Connors, Norman Osborn would be told, so both Weapon X and S.H.I.E.L.D. would know. No, this was his secret.

Peter walked across the lab, stooping over and making himself look busy nearby the table the spider's empty jar sat on. On a whim, he reached up and grabbed the jar without looking, pulling it into his view. He weakened his grip on it upon seeing the huge cracks originating at the placement of each finger, and resolved to get full control over his strength as soon as he possibly could.

Turning it over, he quickly memorized the scientific name of the spider. _Tegenaria duellica._ Peter nodded once, making a note to research the species at length later. Putting the container back, he went back to pretending to look for something that he knew wasn't there. As he pretended to look on the underside of the table, he felt Gwen approaching from the door.

"What are you doing?"

Peer looked up at her. "The spider they were testing the Oz virus on. It's missing. They wanted me to look for it, presumably because they didn't need many hands to monitor a bunch of cells on a computer screen."

"It's _missing?!_" Gwen repeated, aghast. "How'd it even get out?!"

Peter shrugged. That was actually an excellent question. "No clue. Somehow, it did. As it is, he wanted me to look for the thing. If you're not doing anything, I could use some help."

Gwen nodded. "Let me check if he wants me to do something else." She turned and approached Dr. Connors fifteen feet away, tapping him on the shoulder. "Is there anything you need me to do?" she asked him. "Or do you want me to help look for that spider?"

"Oh, hello Ms. Stacy. Yes, if you could try and find it, that would be great. Thank you."

"Right," she said. She went back to Peter, who had moved to the next table. "So where have you looked?"

**Outside, **_later_

"I heard you were fighting at school."

Peter winced as he buckled his seatbelt. "Ah, right. That."

"What happened?" asked Uncle Ben as he pulled away from the curb.

Peter scratched the back of his neck. "Well, it was like this. Kong—that's what everyone calls him—I was walking down the hall, and then he tried to, quite literally, kick my a—butt. So I knocked him down and left. That's all there was to it. No one was hurt or anything."

Ben smiled. "Well, Pete. Glad to know you're finally defending yourself. But, listen, if your aunt asks, I chewed you out and told you that you should've diffused the situation nonviolently. You know, with those "I feel" messages and... stuff."

"Gotcha. I'm not in trouble for this, right?"

"Probably not," Ben said. "Now, listen, when we get home let's get started cleaning the garage. I was thinking that we would work until dinner—"

"Ah, Uncle Ben," Peter said, "I was kind of going to do something _really_ important when we got home. Could I blow off garage cleaning? I want to get on this, like, immediately."

Ben looked slightly disappointed. "Sure. We'll attack it with gusto tomorrow."

"Absolutely."

**The Parker Residence,**_ twenty minutes later_

_Tegenaria ducellica,_ Peter typed into the search bar, carefully hitting each key in turn. The letters appeared on the screen extremely rapid-fire.

_Did you mean: Tegenaria__** duellica**__, _Google replied. Peter rolled his eyes, clicking on the link. He clicked Wikipedia's entry on the giant house spider, reading the entire article in three seconds. The article was fairly brief, describing the spider's appearance, habitat, toxicity, et cetera, but the thing that caught his attention was speed.

Evidently someone had considered the speed of this spider to be worth mentioning, as there was a section dedicated especially to that, and with good reason. _With speeds clocked at 1.73 ft/s (0.53 m/s), the giant house spider held the__Guinness Book of World Records__ for top spider speed until 1987 when it was displaced by__sun spiders__ (solfugids) although the latter are not true spiders as they belong to a different order._ Peter whistled, an impressed gesture, then scrolled back up to the section on appearance.

_Lessee here,_Peter thought. _The males can range between 12 to 15 millimeters. .53 meters a second is 530 millimeters a second. So, going on Wikipedia alone, the male can move somewhere between 35.33 and 44.17 times its body length per second._

Peter bit his tongue slightly. _Alright, the speed I've been moving at today shows _some_ kind of superhuman speed here, so let's assume, for now, that I have its proportionate speed. Can I figure out _exactly_ how fast I am? Probably not immediately, but I can form a hypothesis._

_ Because if I want to figure out my superpowers, I'm doing it _scientifically.

Stealing the number from his hypercognition, Peter guesstimated that he was able to move at about 40 times his body length per second. The number didn't seem right, but then again it was a hypothesis. Peter resolved to test that later, then moved on to how strong he theoretically was.

A Google search produced information stating that most spiders could lift around eight to ten times their weight. _I don't know, though,_ Peter thought. _If I could lift _only_ 1,350 pounds I don't think I'd be able to crush doorknobs like paper. I think I'm stronger than that._

_ Heh. "Only" 1,350 pounds. I crack me up._

Peter rolled his chair over to his bed, getting up and laying down with his head and shoulders under the bed. He pushed himself a little farther under the bed, before placing his left hand on the underside of the bed frame and bench pressing the entire thing with one hand.

_Granted, this thing weighs probably only around 200 pounds, mattress and all, but DAMN if I don't feel like a badass right now._Peter set the bed down where it had been, grinning to himself. _What kind of muscle mass do spiders have anyways?_ He returned to his laptop, asking the internet the same question. _They extend their limbs hydrostatically? Really? I...never would have seen that coming._ Peter wondered how exactly that translated into super strength for him until he read on and found that spiders did have some incredibly powerful muscles for overcoming said hydraulic pressure. _Ah, there we are,_ he thought. _Still, I wonder if my muscle cells are hydraulic somehow._ He started typing something else into the search bar, his fingers flying too fast for normal human eyes, and then stopped.

Keys had been pulled off his laptop by his fingertips.

Peter stared at the keys stuck to his fingers for a moment, then closed his eyes for a second and felt a slight tightness in his hands relax and the keys fall off. Opening his eyes, he pushed each key back into place, then opened a new tab and typed, slightly more carefully, _How do spiders stick to walls?_ and hit ENTER.

In the second result, Peter found an article on the adhesion abilities of jumping spiders, which he supposed was close enough. The article explained that spiders had small things called setules that adhered to surfaces via the van der Waals force, and Peter bit his lip as he stared at his own hand. According to the picture accompanying the article, each setule was one thousand nanometers wide at the tip, and the base was more along the lines of one hundred. Considering that a skin cell was about 30 square microns, 60 setules could comfortably fit on one of Peter's skin cells. Although the article claimed they didn't know how exactly spiders detached their feet from the walls, Peter had figured out what was important to him. It was a conscious choice, little more than a mental switch to flip if one knew how to do it.

_Maybe I should get some experience then._

Peter stood up, closing his window blinds. He stared at his hands, then at the wall across from the closed and covered window. Recalling all the many times he had seen spiders walking across walls and ceilings, he placed his left hand against the painted plaster, and felt a curious sensation of the skin of his palm and fingers growing slightly taut. He repeated the action with his right hand.

Then his left foot.

Then his right.

Three seconds later, Peter was crouched on the ceiling, hanging there by nothing more than his fingers and toes. His adhesion ability was working through the threadbare material of his socks; that had surprised him. All the same, he was ecstatic. This ability, this superpower, was incredible on so many levels. This had happened to him _overnight?!_ He chuckled to himself, giddy.

"Cool," he whispered.

_11:30 p.m._

Peter pulled off each of his socks with the big toe of the opposite foot, flipping the switch to activate the homemade electronic lock on his door. He turned off his light and walked to the window, opening it and removing the screen, then climbed out hesitantly. Sticking to the outside wall of the house, he closed his window all but a crack. Then, slowly (to him), he climbed down to the ground.

Walking to the backyard, Peter flexed one of his legs experimentally. If his fingers were capable of crushing a steel knob like tissue paper, he wondered what feats his legs were capable of accomplishing. He licked his lips, then crouched as low as he could and jumped straight up, as high as he could manage.

"HOLY SHIT!" he screamed, finding himself nearly a hundred feet off the ground three seconds later.

He braced himself for hitting the ground, spending at least half of what seemed like two minutes holding his breath. Finally landing on his feet, Peter was shocked to find that, far from being reduced to a bloody mass of dead, he landed quite easily, as though he had jumped two feet. He rocked on his heels. _Holy shit!_ he thought, laughing. _That was awesome!_

_ So that's how powerful my legs are. And apparently I'm made of freaking iron. How about my arms?_

Peter jumped again, this time little more than a hop, and alighted on the roof of his house. He set his sights on the sidewalk, jumping and landing perfectly where he had aimed, right next to a small car. Putting his hands against it, Peter pushed lightly, and the entire car tipped up onto the opposite two wheels. _I'm pushing half a car into the air. I can do this without any effort at all. Obviously I am stronger than 1,350 pounds._

He let it down, then, deciding to run a quick speed test, got into a terribly unprofessional runner's stance. Heeding an imaginary gunshot, Peter broke into a full-out sprint, moving just a _little_ less than five feet seven inches a second relative to him. In ten seconds, he had run almost a half the 4,000 foot length of Ingram Street, then his pace started to fail. Peter wasn't surprised at all. The cheetah only ran 65 miles per hour, and could do it for _maybe_ thirty seconds. Skidding to a halt, Peter put his hands on his quadriceps, feeling the massive amount of heat that had been created.

_Okay, that hurt. But it was awesome._

_And look at that. My heart rate's already gone down again._

Peter stretched, then set off in a sprint again, turning on a dime and running down 71 Avenue. As felt his pace start failing again, his exhausted muscles simply unable to keep up their speed, he turned again and jumped as far as he could—an almost 600 foot leap.

He landed on a car parked at the curb, accidently smashing its roof in before the car alarm blared loudly. Peter yelped in surprise and discomfort as the sound waves hit his skin, then quickly recovered and jumped to the top of a nearby streetlamp, just out of the light and thus shrouded in shadow. To the irritated neighbors who looked out their window a few moments later, he was an all but invisible mass of black.

The shock of the car alarm had left Peter thinking. He had, for the most part, gotten a handle on his hypersensitivity to vibration, learning to discern both movement and the position of living (breathing, with a constant beacon of a heartbeat) creatures. He had learned to pick out extraordinarily fine detail from ripples in air pressure that he wouldn't even have felt before. He had also learned how to shunt most of this into periphery, still fully aware and acknowledging it yet devoting actual thought and focus to one or two (or more) things at a time.

Sudden, comparatively loud vibrations, like the noise of that alarm, were another matter. All the way through his walk from Midtown High School to OsCorp Tower, he had been thrown off by the horns, the yelling, the acceleration of objects with nearly thirty times more mass than himself. He really, really wanted to get it under control.

And now, if he jumped, he could very easily see the Queensboro Bridge, and beyond it one of the loudest, most overwhelming cities on the planet. It was some six miles away, but if he played his cards right he could reach it quickly, with a lot of gas left in the tank.

Peter rose from his crouch, cracking his back in preparation. There was no fear and no hesitation in his next movements. He jumped to one of the many trees planted along the sidewalk, then the next, bouncing from tree to tree as fast as he could. He soon found himself settling into a comfortable pace, something between a jog and a series of jumps, bouncing across streetlamps and trees and houses alike. Every leap was a single sprinting pace, and there was ample time between steps to recover slightly. He was headed towards the bridge at over a hundred miles per hour.

He reached it in less than four minutes. Jumping from the smokestack he stood on to the bridge's support beams, he stuck, climbing up to the top of the nearby pylon and jogging to Manhattan, the run taking forty-five seconds. Hopping to the smokestack immediately to his left, he jumped to the side of the skyscraper nearby. Peter slowly detached his fingers from the wall, stood and sprinted up. Upon reaching the ledge, he jumped straight up, executing a surprisingly elegant front flip and landing with ease on his fingertips and the balls of his feet.

The city stretched before him was magnificent. The Chrysler Building was visible in the distance, the Empire State Building not far behind it. Peter closed his eyes as the horns and yells and moving cars washed over his senses, getting used to the sensation of a multitude of objects just that big moving constantly. He smiled as he felt the traffic beneath him start moving. He had it.

Eyes still closed, Peter easily made the jump to the next building. Sprinting across it, he opened his eyes, seeing the layout of the buildings in front of him and forming a plan of motion on the fly. Jump, Bounce, Vault. Land, Three steps of sprinting. Jump, Dive, Roll, Jump. Holy crap, he was agile. Swing on flagpole, Release. Stick.

Peter remained crouched on the wall for a moment, looking behind him and seeing just how far he had come in how little time. Grinning to himself, he climbed to the top of the building he was on, then jumped to the car park across the street from it.

The top level of the car park was nearly empty, but there were a few cars parked here and there. Peter examined each of them for an instant, before approaching the one that appeared lightest. He lay on his back, worming his way under the car until he was under what he figured was its center of gravity, put both hands on the Volkswagen's underside, and pushed up. Breathing deeply, Peter slowly and awkwardly sat up, taking the Beetle with him. He stood.

Peter "Puny" Parker, one of the least athletic freshmen in Midtown High School, was lifting a 2013 Volkswagen Beetle, which weighed at least one ton, over his head. _Easily._

Peter grinned, then laughed. Shifting his hand position slightly, he dropped his left hand, proceeding to continue supporting the car above his head _**with one hand**__._ His lone arm trembled in exertion and he felt himself tiring quickly, but he was giddy all the same. Switching to both hands, Peter bent his arms slightly, then hurled the car's weight forward. It sailed some fifteen feet as Peter sprinted past it, and he caught it again with ease. Carrying it back to its parking spot, Peter set the Volkswagen down, then hopped on top of it, grinning like a Cheshire Cat as he flexed both arms.

It was official, Peter decided. Not only was he a superhuman, he was the most powerful Earthly Marvel ever. _Ever._ He didn't know how much he could lift, or why he was that freaking strong, but the only other Marvels to ever demonstrate a feat of strength like that were Thor and the Hulk, neither of which counted in Peter's mind: Thor was quite possibly an actual god, and the Hulk was the Hulk. Physics majors hated him more than the entire military combined.

And no one, Earthly, "Asgardian", or otherwise, had ever been able to run as fast as Peter had run that night. His jumping was amazing. His agility, spectacular. His hyperawareness, hypersensitivity, and hypercognition were beyond extraordinary. His adhesion... while not exactly the coolest of his powers, was still pretty awesome.

Peter pressed his fingertips to the roof of the car, slowly and deliberately lifting himself into a handstand. He used his agility, hyper awareness, and cognition to adjust perfectly first on two hands, then one, then finally his right index finger. Wobbling slightly (_Practice,_ he thought, _practice makes perfect..._), he bent both knees, maintaining balance fairly well, then deliberately fell back, landing on his feet next to the car and flipping up towards a streetlamp.

Grab. Spin. Release. Peter landed on the parapet of the nearby building, headed back to Queens. _So,_ he thought as he landed on an air conditioning unit, denting it. _The Oz virus (oops) works. Perfectly. We did it. I did it. We did it, first and foremost me. Yeah, that seems about right._

Peter jumped, flying over a building and landing on the smokestack next to the Queensboro bridge. He hopped to the nearest pylon, then started to run across the bridge. He grinned as he ran, imagining the frontier that they had just passed. He saw disease coming to an abrupt end. The regrowth of amputated limbs (_Dr. Connors would like that,_ he reflected). An army of Marvels. Because of this virus, this one little carrier of genes, a new age had dawned quite literally overnight.

_That's what I am now, isn't it?_ Peter thought, jumping off the bridge and onto a nearby rooftop. _I'm both the creator and first member of a new world._

_ My name is Peter Parker. I'm the first non-Hulk mutate in twenty-four years, and the first Wizard of Oz (HA! Wizard of Oz! I like that!). And I changed the world_.

Peter leapt across two streets, letting out a loud "_WHOO-HOO!_" at the apex of the jump.

* * *

**A/N: First of all, I don't know exactly how Peter's as strong as he is. So don't ask; just go with his hypothesis.**

**Secondly, I decided he had to be roughly comicverse fast and strong considering both the sheer size of New York City and the power level of supervillains he'll be fighting. Yeah, he uses his brain to win, but he first needs to survive long enough to do that. Even now, he will _barely_ be able to half the time.**

**The rule of thumb here is that Peter can bench press ~100 times his weight and flat-out sprint at ~35 times his body length per second, under normal circumstances. At the moment, that means he can press 6.75 tons and run at 133.2 miles per hour. He can only keep that pace up for about ten seconds, but he only takes one second to recover for another sprint. I think that when Peter's desperate (Not do-or-die type desperate, do-or-loved-ones-die, ASM#33 type ****desperate) he can push beyond the strength limit I gave here. How much remains to be seen, but in ASM#33 situations, probably quite a lot.**

**Please review! _Excelsior!_**

(Yeah, he seems overpowered now, but it's like his scientific genius. Either he's in situations where it's barely useful at all, or he'll need every ounce of that strength. Bear with me.)


	3. Applications

**New Marvel: The Amazing Spider-Man**

**Genesis- Part Three**

**"Applications"**

**Midtown High School,**_ October 11, 2013_

"Parker!"

Peter opened his eyes mid-snore, lifting his head and looking hazily around the classroom. The laughter was abundant, and the teacher was glaring at him from where she stood. Peter grinned sheepishly at her. "Ah, sorry. Late night. What'd I miss?"

The teacher turned back to the whiteboard. "So glad you could grace us with your presence, Mr. Parker. I hope I didn't interrupt any particularly interesting dreams—"

"Not really. One of them was about the number 42."

"Good. Then you won't mind if I ask you how William Shakespeare wrote his more royal character's speech, and why."

"Iambic pentameter. To indicate a higher level of education. Can I go back to sleep now?"

"Correct, correct, and no."

A few snickers still sounded from a couple people, and Peter rolled his eyes as he snatched a ball of paper out of the air a foot from his head. You really couldn't blame him for falling asleep in class, he figured. Between hypersensitivity and hyperawareness, sleep had come fitfully at best the previous night. Once he had attuned himself to the vibration of the school and its occupants, he had closed his eyes for a moment and woken up with drool on his desk, which he now took a moment to wipe away with the sleeve of his hoodie.

_Screw the laughs,_ Peter decided. _I'm now better than any of you._

_ Care for a demonstration?_

**OsCorp,**_ meanwhile_

"You wanted to see me?"

"Yes," said Osborn, standing. "Thank you for being so quick, Dr. Connors. The spider that you reported missing. I believe I've located its whereabouts."

"Really?" Dr. Connors asked.

"Well, a few genes of it." Osborn pressed the button on his tablet, passing it to Dr. Connors. On it was displayed a page of . The headline read _Mysterious Marvel Mystifies City,_ and the picture beneath it showed a grainy but discernible image of a shadowed figure making a _huge_ leap from the roof of one skyscraper to the wall of another. Scrolling down revealed another image of presumably the same figure.

_Sticking to a wall._

Dr. Connors' eyes widened. For a moment, no words made themselves useful for his reaction. Then he simply said, calmly and quietly, "What."

Osborn took back his tablet. "Judging by your reaction, you were unaware of this until now. I'll admit, I'm not sure whether or not I should be relieved. How do you suppose someone got their hands on the spider?"

"I don't know. They would have had to have known about it—"

"—Which means, more likely than not, that they worked on it. Or know someone who worked on it." Osborn set the tablet down, and for just a moment Dr. Connors saw exactly how angry his boss was. "Unfortunately, if you begin DNA tests, not only will the thief be on their guard, but considering the apparent strength of his or her legs, there is more than likely absolutely nothing we can do to detain him or her."

"I see. So what are we going to do to apprehend this person?"

"On the surface? Nothing. Any attempts to find this person among R&D will be recognized and headed off, and although security cameras line the hallways, there are none in the labs themselves. I suggest you keep your eyes open for any unusual behavior among your employees, report anything suspicious to me, and we both monitor the media for any patterns in this person's use of their newfound abilities."

"Yes, sir." Dr. Connors pointed over his shoulder nervously. "Now, I'd like to return to the lab, if you don't mind. We're running decay tests on the virus, and I'd like to be there for it."

"Go ahead. And Dr. Connors."

Connors turned back to Osborn.

"Don't breathe a word of this to anyone," Osborn advised grimly. "If our culprit gets wind of our suspicions, they'll likely be gone from the public eye for good. Remember; loose lips sink ships."

"Yes, sir," Connors said, and left the office as quickly as he could.

**Midtown High,**_ lunchtime_

Peter sat in his normal, lonely spot in the library, opening his brown bag and pulling out a sandwich in a plastic baggie. As he extracted his sandwich, he felt Flash and his clique entering the hall outside the library and taking their usual seats on the floor on either side of the hallway. Peter glared through the wall at who he assumed to be Flash. He was sitting closest to the library door, laughing and telling some crude joke to Randy Robertson. The latter at least had the decency not to laugh.

Peter bit into his sandwich, and literally one second later had completely finished it. He looked back into his lunch bag, finding an apple and devouring it, core and all. He was still hungry._ Good God_, Peter realized suddenly. _I can run at over a hundred miles an hour and lift cars. How many calories do I need per day? How long would it take me to starve to death?!_

_Well, in any case, I'm still hungry. _

Peter stood, walking out of the library and throwing his lunch bag into the trash. He walked past Flash and the others, stopping at a vending machine nearby and pulling out his wallet. He examined the choices in front of him, chewing his lip and pushing a dollar into the machine.

"Hey, Parker!" called Flash. "I heard you fell asleep in second period!"

Peter turned to look at the group. MJ gave him a sympathetic look, and he waved it away. _I'll be fine. I'm actually going to have a lot of fun here._

"Yeah. Late night. So?"

"Nothing." Flash turned back to his friends as Peter retrieved a pack of two Pop-Tarts from the vending machine. "Heh. I bet he was looking at porn. _Scientists Get it On._ I bet nerds everywhere would go nuts."

Peter sighed. "That's the stupidest thing I've ever heard," he said. "Literally. And I was not. I was rereading _A Brief History of Time: The Universe in a Nutshell._ It's educational, so you've probably never heard of it."

"Hey!"

"Search your feelings. You know it to be true."

"That," Kong informed Flash, "was a bad _Star Wars_ reference. Parker obviously thinks he's pretty witty. You're not," he added, turning to Peter as the latter stuffed the empty wrapper into his pocket.

Peter burst into applause. "Well done! Kong, you'll be happy to know that you're the smartest of your friends. Not saying much, of course, but..."

Mary-Jane looked offended.

"Honestly, MJ." Peter looked at her incredulously. "Do you really consider any of them friends? Considering everything they do? I mean, really."

Flash looked at MJ, who was seriously considering that question. "...Wait, seriously, MJ? You actually... Y'know what, Parker?" He stood up, advancing towards the much smaller teen. "You have this coming to you."

Peter shrugged his backpack onto one shoulder, unzipping it and pulling out an issue of _Popular Mechanics._ He rolled the magazine into a tube and brandished it like a weapon. "Yeah," he said." I was hoping this would happen."

"What's with the magazine?" Kong asked, standing up to watch.

"Yeah," said Flash. "What, too much of a nice guy to throw a punch?"

"You should be glad," Peter said, meaning it. A single punch from one who can lift a car would, he had figured, shatter Flash's rib cage, resulting in a hospital bill and/or lawsuit that his family was in no position to pay. In lieu of this, his retort was, "I'm hoping that when I hit you, osmosis from the _Pop Mech_ to you will make you smarter. Obviously it won't work, but I think it's the thought that counts."

"Heh. Gonna enjoy smacking you around, prick." Then Flash moved to shove Peter.

Peter waited a moment for Flash's hands to get close, then stepped back, ensuring that the resistance Flash had expected to find a certain point in space wasn't there. When Flash was off-balance as a result of this, Peter darted forward and smacked him in the ear with the magazine.

"Hey!" Flash caught himself, saving himself from an embarrassing fall, then turned towards Peter, who was now standing to his left. Gritting his teeth, he clenched one fist and moved to punch Peter, who saw the move coming and quickly ducked under the punch and smacked Flash in the armpit with the magazine. Peter then grabbed Flash's right leg, quickly pulling it out from under him.

"Oof!" grunted Flash, landing rather painfully on his tailbone. The gathering crowd was dead silent as he got back up.

"You all suck," Peter said, pointing to a random few of the crowd with the magazine. "If that had happened to me, you would all be laughing hysterically."

While Peter was addressing the masses, Flash tried to throw a right hook at him while his back was turned. Peter, feeling the move, turned suddenly, dodged the punch, then hit Flash in the elbow, triceps, side of the neck, and nose, pushing Flash away after the blows.

"You know," said Peter, "typically, sucker punches are considered low. Like, groin attack low. For shame, _Eugene_."

"Uhm," Kong said, scratching the back of his neck, "Flash, do you need a hand?"

"No!" Flash snapped. He threw a right hook, and in return was blocked with ease, beaned in the head with the magazine, and shoved away.

"Actually, he might," Peter said matter-of-factly, leaning against the vending machine. "I mean, he really doesn't seem to be faring all that well. Say, Flash, you wanna just throw in the towel? I mean," and here he checked his watch, "we've only got about two minutes till next period. You can just, y'know, give up and we'll call it a day."

Flash's answer came in the form of a grunt and advancing fists raised.

"Hmm. Or not. Whatever."

Flash threw a series of blows that would have devastated Peter a few days ago. Peter simply leaned left, then right, then straight back. Raising his eyebrows amusedly as he met Sally Avril's eyes, he straightened, hopped, then kicked both feet out while still in midair. Flash was pushed two and a half feet back, and Peter, upon landing, moved to his side at top speed, crouched, and swept out Flash's legs. As Flash hit the ground, Peter, as lightly as possible, hit him in the chest with a closed fist, knocking the wind out of him.

Immediately, Peter stood, turning away from Flash. "Excuse me," he said politely, trying to get away from the scene before a teacher came around the corner. And then a teacher came around the corner. The teacher took stock of the scene, eyes travelling from the crowd, to Flash, who was shakily getting up, and then to Peter.

Peter grinned awkwardly. "...Hi..."

**The car ride home, **_later_

They drove in silence, Uncle Ben quietly immersed in some negative emotion and Peter not wanting to set foot in the minefield. The latter's right hand was curled around the handle above the passenger door (the one commonly known as the Oh Shit Handle), and the former's were clenched tightly on the steering wheel. Both parties stared straight ahead, although Peter was carefully monitoring Ben's mannerisms in an attempt to brace himself for whatever was coming.

"Defending yourself is one thing," Uncle Ben finally said, "and I'm fine with it. However, actually going out of your way to _pick a fight_ is another matter entirely. What... _Why_ did you think this was a good idea?"

_Oh thank God,_Peter thought, relaxing slightly._A direct question._

_ Oh God,_ he revised a fortieth of a second later_. __A direct question._

"Well," he said, carefully choosing every word, "Eugene... 'Flash'... he's been picking on me for most of my time in school. The only reason he stopped stuffing me in lockers is because I stopped fitting so quickly midway through seventh grade. And on top of that, he was making me and/or any other intellectual he could find do his homework. I finally decided that I wouldn't take it lying down anymore."

"Mm-hmm. So you decided to fight him."

"Basically, yeah."

"You could have told an adult."

"I did in sixth grade. That turned one enemy into the entire grade resenting me. It sucked, so I thought I'd try to solve the problem myself."

"With your fists?"

"A rolled up magazine, actually."

"Hmm. Surely you knew you'd get suspended."

"No, not really." Peter stared at his shoes, kicking his feet out a little. "I just figured I'd get a detention or something. Things escalated."

"Fights tend to." By now, Uncle Ben had relaxed ever so slightly. "You're not going to OsCorp today."

Peter looked sharply at him. "What?!"

"The way I see it, OsCorp is the only place where you actually learn anything, internet and library notwithstanding. Think of it as an extension of your suspension."

"...Right." Peter rammed the back of his head softly into his headrest. Metal bent. "And what about you? I realize that you must have had to take time off at work thanks to this little... escapade."

"No, actually," Ben said calmly. "I actually got called about your little escapade just as I was starting my lunch break. If I haul ass, I might be able to get back before it ends. Maybe."

Peter bit his lips. "I am really sorry," he said.

"I know you are." Uncle Ben smiled at Peter before returning his eyes to the road. "I know. Fighting is nothing like you. I know what it feels like to be the punching bag, and I'm proud of you for putting your foot down. I just... don't think you should fight for the hell of it."

"Hmm."

"Well, we're here." Ben stopped the car outside the house and unlocked the car. "Why don't I break a few speed limits on my way back to work, and you tell your aunt why you're home at noon on a school day. See you later, alligator."

"Later," Peter said weakly, closing the car door. He looked towards the front door of the house, hands on his head, as the car turned and drove back the way it came. _Ooh, boy,_ he thought. _This is gonna suck._

**OsCorp,**_ meanwhile_

Dr. Connors peered through the blinds at the scientists bustling about outside his office. One of them was a thief. His eyes flickered from one face to another, looking for signs of uneasiness. He noticed none, and moved away from the blinds.

He found himself wondering what kind of rationale was behind the thief's decision to use an experimental virus on themselves. by his math, it took roughly thirteen hours for the human body to completely change under the effects of the Oz virus, which meant that the superhuman had injected themselves several hours _before_ it had been found to stably and rapidly change the entire cell in the ways it did. The gamble would have been insane and unnecessary; you'd have to be a fool to take it.

Dr. Connors interlaced his fingers, the ceramic of his prosthetic cold against the digits of his left hand.

The arm had been a gift, really. That Dr. Octavius had come to him in person with the proposition of testing the prosthesis design brought a smile of gratitude to his lips. Finally, the phantom limb was gone. But all the same, the knowledge of wires plugged into the stump where his elbow had been felt...odd. He wasn't one to complain. He simply missed the feeling of being whole.

He envied the salamander, whose plastic likeness sat on his desk next to a photo of his wife and son. _It_ could regenerate whatever limb it happened to lose.

Dr. Connors eyed the salamander toy, then gazed at his office door. He had just started wondering if it was possible that the serum's theft had been accidental when his cellular phone rang next to his computer keyboard. He picked the prototype Osphone up immediately, tapped the green icon with his thumb, and held it to his ear. "Hello, Dr. Curtis Connors speaking."

"Hi, it's Peter. Parker. The intern."

"Peter."

"Ah, yes. I was calling to say, uhm, I won't be able to head into OsCorp today. I was grounded. And suspended."

Dr. Connors rubbed his brow. "I see. Thank you for the heads-up. Goodbye."

_meanwhile_

"You're welcome. Bye." Peter set the home phone back on its base, turning to see an angry Aunt May leaned against the door. "Okay, that's over with. So, uh, can I go to my room, or..."

"No," said May simply. "You can entertain yourself far too well in your room. Give me your computer."

Peter sighed, unzipping his backpack and extracting his laptop.

"Thank you," said May. "Now. After you help me make a pecan pie, you're going to clean the garage. And then we'll see where you are." She set down the laptop on the kitchen counter and pulled out an index card with a recipe scribbled on it.

"Uh-huh." Peter buried his hands in his pockets as he entered the kitchen. "In all honesty, this might be a bigger punishment for the people who have to _eat_ the pie."

"That includes you. Shut up and cook."

_Several hours later_

Peter lay on his bed, doing and thinking nothing in particular. He thought that he might work on the PC thing some more, but no. He was bored, the sun was down, and he had a new toy to play with.

He thought that he might head out for Brooklyn that night as he locked his door and turned out his light. Opening his window, Peter grabbed the top of the window frame, lifted his feet up and swung from the window to the roof in one smooth motion. Using adhesion to close the window from the outside, he looked in Brooklyn's general direction. Peter took a few deep breaths, inhaling through his nose and exhaling through his mouth, then took a step forward and pushed off with one leg.

Sailing with ease off the edge of the roof, Peter landed on the top of a streetlight, his momentum driving him to step to the adjacent roof. Continuing this action, he slowly accelerated to the point where he was flat-out sprinting across the rooftops and lights towards Brooklyn, regaining his energy in midair between steps. He reached his destination in a minute thirty seconds.

Brooklyn sucked just as much as Queens.

Okay, maybe that was harsh. Its more outer buildings sucked as much as Queens' own, but he had no idea what the people were like. For all Peter knew, the residents of Brooklyn were _very_ nice—and here Peter stopped walking on top of the rooftop he was on and started cracking up. _Residents of Brooklyn very nice. Hilarious._

He stopped laughing as he heard—well, felt—a small crowd cheering indoors. Getting to his feet, he hopped two streets, following the vibrations out of curiosity, and found himself outside a fairly old, fairly run-down building. Peter felt punches being thrown, and quite a bit of cheering. Very, very confused, he peered inside and found himself watching a one-on-one fistfight along with several other men scattered around the room. Peter winced as he watched one of the fighters land a hook on the other's jaw, and his opponent went down like a sack of bricks. A whistle was blown, and Peter jumped away reflexively at the shrill noise.

"Alright, he's done," an unofficial referee said to the fighter still standing. "Good job, Crusher. You've won."

_Is this a fight club?_

In point of fact, it wasn't. Not exactly, anyway. Typically fight clubs are simply outlets for aggression, and typically money doesn't change hands. What Peter was witness to could technically qualify as an underground fight club, but it was more of an underground fighting business than anything. People would come and pay money to get in, and from there they had the option to fight or not. The winner would get paid, and the winner would get paid _a lot_. Peter watched as the winner of the last match ("Crusher") walked away from the slightly raised stage in the center of the room, and the announcer produced from his pocket a wad of hundred dollar bills, counted out ten, and handed the thousand to Crusher.

_Cooooool!_ thought Peter. _I can practice my control of my strength and speed, help Aunt May and Uncle Ben with bills, and it would be just like that one movie!_ (He had not actually watched _Fight Club_, but he had heard good things about the film.) Nervously looking around, he saw a sign that listed a price for admission, and his shoulders slumped.

_Aaaagh! _Peter glared at the figure, irritated. _A hundred and fifty bucks?! I know I'll get it back, but come on! That's my entire earnings over the summer!_ Rolling his eyes, he hopped up the wall, and five minutes later was back with the entire contents of his wallet and a paper bag on his head, two holes punched in the bag to see though. Nervously walking into the room, he looked about, then walked to the ref and wordlessly handed him the $150.

"What the hell is with the bag?"

Peter had given some thought to this on the way home, and had decided that he really didn't want the people there to see his face. There was the unlikely but entirely possible chance that they might meet him on the street someday, there was mutantphobia, and there was the fact that they probably wouldn't let a minor fight. However, all Peter had to say on the subject was, "I'm the Bombastic Bag-Man, thank you. So, uhm, who exactly am I fighting?"

The ref wasn't quite sure what to make of the skinny kid with a Queens accent and a paper bag on his head. His only real reaction was one of amusement, and he allowed himself a chuckle at the kid's expense. "Kid," he said, "how old are you?"

"Older than the universe. Is there a line or can I just go up there now?"

The ref's amusement at the absurdness of the situation suddenly reached a peak and he started laughing. Loudly and a length. "Kid," he said between laughs, "go home. It's a school night."

"It is not. It's Friday."

"Whatever. Point is, we don't let minors fight here. Parental lawsuits and stuff, you understand."

"Of course I don't," Bag-Man said, voice dripping irony. "I'm not a parent. Listen, I can more than hold my own. Seriously, I can."

"Sure. Against school bullies, maybe. What we have here is on a completely different level than what you probably have to deal with."

There was no answer for half a second, then the kid seemed to vanish, a slight blur zipping to the left. The ref felt a tap on his shoulder, and turned to find the kid standing behind him. "Maybe," Bag-Man said, "I'm on a level of my own. Just, just let me do it. I will blow you away."

The ref rubbed his eyes. "Can you absolutely guarantee that we won't get a call from your parents?"

"You will never know how many levels I can guarantee that on." Bag-Man turned to look at the stage, just as the smaller combatant took a punch to the nose (Peter felt a crack and winced), staggered backward off the stage, and collapsed.

The ref went over to the man, checked his vitals, and dumped the contents of a water bottle on his head. Helping the man to his feet, the ref called to the other combatant, "Good job, Bonesaw. Listen, that's your next guy." he jabbed his thumb at Bag-Man. "Try not to hurt him too badly, okay?"

"Well, lookit that!" Bonesaw said, sizing up Bag-Man. "A little masked Marvel!"

"Exactly!" Bag-Man said, pointing at him. "That's _exactly_ what I was going for! Thank you!" With that, he hopped onto the stage, bouncing on his toes as he faced Bonesaw. "So. How bout them Mets?"

"Them Mets. Cute, kiddy." With that, Bonesaw went to punch Bag-Man. Out of curiosity, Bag-Man let him land a punch to the stomach, and smiled grimly upon finding that it did not hurt _at all_.

"Oh, you are so screwed," he said calmly.

Placing his hands on Bonesaw's shoulders, Bag-Man flipped over him, landing a soft kick on his back that sent Bonesaw sprawling in the ground. Landing easily, Bag-Man crouched coolly, fingertips splayed and resting on the ground. He breathed out slowly though his mouth.

"Okay," he said as Bonesaw got to his feet. "This is fun. Also, I'm winning."

"Shut up."

Bag-Man huffed. "Y'know, there's no comeback for 'shut up'. It's really annoying." As Bonesaw came towards him again, he hopped from his crouch straight over him, so fast that he looked like a blur, but not so fast that Bonesaw missed what had just happened. Bonesaw turned quickly, and saw nothing.

"Ahem."

Bonesaw looked up and saw Bag-Man crouched on the ceiling twenty feet up. Just hanging here, supported by his fingers and toes, and nothing else. A roar came from the crowd of forty, reactions ranging from disbelief to outrage. Several cries of "He's a mutant!" went up, and all of this was completely ignored by Bag-Man.

"Your mind," he said to Bonesaw, then made a gesture resembling an explosion from his right temple. "_Boom._"

"What the hell?!" Bonesaw screamed.

"Shut up."

With that, Bag-Man dropped to the ground, landed lightly on his feet, easily dodged two punches and a kick, and punched Bonesaw in the chest, pulling his punch as much as possible. Multiple ribs cracked audibly, and Bonesaw dropped like a stone.

"Oh." Bag-Man stepped back, looking down at the crumpled figure at his feet. "Oh, shit." He held one hand to his mouth, looking around at the spectators (who were in a state of stunned silence), then the ref. "I think I broke his ribs. Should we call an ambulance?"

The ref walked to where Bonesaw was lying, his breathing labored, rolled him over with difficulty, and ran his fingertips over Bonesaw's chest. Feeling the slight protrusions where bone had fractured, he inhaled slightly. "Holy shit. Yeah, kid, you broke his ribs. Um, help me move him."

"Right." Bag-Man picked up Bonesaw's shoulders, looking around. "Um, where to?"

"Over here." The crowd was starting to yell, some actually beginning to move to (presumably) attack the perceived mutant. "Hey. Hey! Back off! Kid, come in here."

Bag-Man followed the ref into a small, windowless room, closing the door behind him and leaning on it. "Ahm. Listen, I'm really sorry about that. Shouldn't we get him to an emergency room?"

"Let me worry about that," the ref (and also apparently manager) said. "Not your problem, kid. Now, I need to know; it's important. Are you a mutant?"

"Not exactly." Bag-Man scratched his throat. "I'm a mutate. A, uh, Genetically Modified Organism. GMO. I got my powers through a weird little incident with a spider, and now I'm...this." His eyes suddenly narrowed slightly, just barely visible through the eye holes in the paper bag. "Why? You're not anti-mutant, are you?"

"No, not really." The manager shrugged. "It's just...you didn't tell me beforehand that you had superpowers."

"You didn't ask."

The manager rolled his eyes. "Okay, here's the deal. I can't pay you. You cheated. You had an unfair advantage and you didn't bother to let me know."

"What?!" Bag-Man would have stood up sharply if there weren't a few people on the other side of the door trying to push it open. "Hey, I won! You can't deny me what I earned just because I earned it easily!"

"Yeah I can." And then, hearing the small growl from within the superhuman's throat, the manager said hastily, "Okay, how 'bout this. I'm not paying you tonight. But if you're willing to come back tomorrow night, I can get something worked out to get you a job here. How's that for a deal?"

Bag-Man glared for a moment, although the moment was too short for the manager to perceive. "Fine. _Fine._ I'm gonna go." He opened the door quite suddenly, and two people fell on their faces now that their resistance was gone. Rudely shoving the last anti-mutant extremist aside, he stepped on the ones on the ground as he left.

"Get a costume!" the manager called after him.

"What?!" Bag-Man turned around, walking backwards towards the door. "Where am I supposed to get a costume?!"

"Never mind, I'll talk to you about it tomorrow. Just show up in something more ambitious than a paper bag."

"Whatever." Bag-Man had by now reached the door.

"And what am I supposed to call you, anyway?!"

Peter bit his lip for a moment, holding the door open and halfway out. After this moment, he looked up at the manager and spoke with certainty. "Spider-Man," he said. "The Amazing Spider-Man."

_Well._ Peter pulled the bag off his head as soon as he was outside, crumpling it into a ball and throwing it to one side. _That sucked._ Hopping onto the roof of the building, he began sprinting in the general direction of Forest Hills. _What the hell, man?! _he thought, furious. _I paid a lot to get in there. I won, didn't I?! You paid that Crusher person, and he broke the other guy's nose, and you didn't even give me a refund. Asshole._

_ He's probably gonna make me the poster boy of his little fight club. "Come one, come all! Try your hand at beating the Terrifying, the Deadly, The Amazing SPIDER-MAN!" Like a fucking circus attraction. And there's gonna be three exclamation marks, mark my words! Now where the hell am I?_

Peter stopped running, skidding to a stop on the rooftop he was on and looked around. He was in Queens, he knew that, but he wasn't _quite_ sure where home was relative to here. Everything looked the same from above. Sighing in irritation, he dropped down to street level and attempted to get his bearings, completely ignoring the commotion he sensed in a nearby store until a man sprinted out, headed in Peter's direction.

"STOP THAT GUY!" yelled the overweight cashier, running out the door and pointing at the man who had preceded him. "HE STOLE THE CASH! KID, STOP HIM!"

Peter watched the thief run down the sidewalk directly towards him. The man wasn't running for _him_, Peter realized; he was running for the car parked next to him. Peter took one step to the side, letting the thief pass, and watched as he slid over the hood of his car in a way that was clearly meant to look cool but was in reality just awkward. Peter suppressed a laugh as the man glanced back at him, gave a little half-wave, then climbed into his car and, after turning it on, sped away, burning rubber as he turned the corner and drove out of sight. The cashier stopped running next to Peter as the car vanished.

"Huh." Peter glanced up at the street sign, pushing his glasses higher up his nose. "That was different."

"What's _with_ you, kid?!"

"Hmmm?"

"Why didn't you stop him?" the cashier asked angrily. "The guy ran right past you! All you had to do was stand in front of him for a second or something so I could catch him! You could've stuck your foot out!"

Peter shrugged nonchalantly, beginning to stroll away. "Sorry, guy. Not my problem. I'm really more of a look-out-for-number-one type, you know? Nothing personal, just...I don't care." Having reached the street corner, he looked down the road, searching for landmarks he would recognize. "Now where am I? Ah-ha."

"YOU ASSHOLE!" the cashier screamed, storming after him as Peter disappeared around the corner. "YOU SON OF A BITCH! Now listen here, kid, you—" and here he finally rounded the corner, and saw nothing but an empty street. "...What the hell?"

On the rooftop above, Peter chuckled at the man's bafflement. Oh, that felt good. He would probably feel like an awful, _awful_ person later, but for now he was in a much better mood than he had been. Cracking his neck, Peter leapt off the roof, now running with certainty. 20 Ingram Street wasn't too far away, and it was eleven thirty. Time to head home.

* * *

**A/N: Yeah, _that's_ not gonna bite him in the ass later.**

**I decided to have Peter do some stuff at a more underground fighting industry than is common. MMA and pro wrestling would both need his name, and probably require identification certifying he's 18. He's not prepared to give either of those to them, so Peter's working at a less-than-****legitimate place.**

**Plus, this removes the whole "scripted" problem.**

**Reviews would be awesome. _Excelsior!_**


	4. Cruising

**New Marvel: The Amazing Spider-Man**

**Genesis- Part Four**

**"Cruising"**

**The Queensboro Bridge,**_ Saturday_

Peter jumped as far as he could, grabbing onto the edge of the nearest pylon and pulling himself up. For a minute he looked at the view of Manhattan in the distance, then he flinched, yelled, and almost fell as his phone vibrated in his pocket. "AAARGH!" He quickly pulled it out and answered it. "Hello?"

"Where are you?" asked Uncle Ben.

Peter sat on the edge of the pylon, kicking his feet out. "I went out."

"Out where?"

"Out_side._"

"Obviously," Ben said, annoyed. "You didn't tell us you were going out; your aunt almost went into conniptions."

Peter shrugged. "Sorry. Should I head back?"

"Back...? How far away are you?!"

"Don't freak out, Uncle Ben." Peter stood up, cracking his toes. "I went for a walk. I'm about three minutes out. So should I head back?"

"Yes please."

"Got it." Peter stepped off the pylon, to the nearby smokestack, to the rooftop. As he hit the ground, he moved his phone hand down, gently decelerating his phone so as not to destroy it. He started running.

"So," Uncle Ben said, filling the silence. "Birthday on Monday."

"Yeah."

"Fifteen this year. Gonna try for your permit?"

"Nah."

"Really?" Ben asked, confused. "How come? You've seemed enthusiastic about the idea of driving before."

Peter shrugged. "My head's somewhere different now," he said, flying over New Calvary Cemetery in four leaps.

"Care to elaborate?"

"No, not really. I'm gonna go."

A sigh. Ben probably expected he'd come around later. "Okay, Peter. See you in a few."

"Seeya."

**Brooklyn,**_ that night_

Spider-Man read the card in his hand with a crooked eyebrow. "So, I just have to talk to this guy and he'll get me a costume?"

"Well, you have to pay him too," the manager said. "How much really depends. Just ask him. Swing around sometime between eight and nine."

"Got it. And speaking of paying..."

The manager scratched the back of his neck. "Well, see, it's like this—"

Spider-Man slammed his palms down on the desk between them, intentionally cracking the surface. "It's like this," he snarled. "I did what you said. I'm your new champion, and you made at least ten thousand bucks tonight. I beat _every single one_ of the challengers. _Cough up_ or I am quitting."

Wary of the angry masked superhuman in front of him, the manager slowly opened the lockbox all the cash was stared in. He took out one thousand dollars, passing them to Spider-Man, who snatched the money out of his hand, turned on his heel, and began to leave.

"I don't like this attitude of yours, kid!"

"Be glad I'm not asking for more!" Spider-Man shot back, slamming the door hard enough to make it rattle. He walked past six or seven people propped against the wall, each with at least one bone broken and all of them unconscious. Peter flexed his fingers slightly. This felt good.

**The Parker Residence,**_ several minutes later_

An envelope slid under the door, moving back and forth slightly to help push it along, then the doorbell rang. Ben looked up from his novel, then curiously walked over to the door and picked up the envelope. He opened it and his eyebrows shot straight up his forehead.

As quickly as possible, Ben opened the door and stepped out, searching for the sender. He looked left, then right, seeing no one. After a moment, he walked back into the house, still holding the envelope in front of him. "May," he called as he shut the door. "Come look at this."

Aunt May set down _The Casual Vacancy,_ pulling a pair of reading glasses off her nose as she stood up. Walking to where Ben was standing, she looked at what he was holding and gasped as her husband removed ten small pieces of paper from the envelope. Some crisp, some matted, but all of them one hundred dollar bills.

Laying on his bed upstairs, eyes closed with hands beneath his head, Peter smiled as he felt his aunt's pulse accelerate.

**OsCorp,**_ Monday_

_Well, it is my birthday. Good stuff happens to people on birthdays. Might as well try for it._

Peter cleared his throat, rocking on his heels for a barely-perceptible moment as he stood next to Gwen. "So," he said. "Um. So the Oz virus works, pretty much perfectly."

"More or less," Gwen agreed, looking at the lab mouse crawling up the side of its case like a gecko.

Peter licked his lips. "Y'know, it's, uh, it's four forty-five. We're getting off in fifteen minutes, and since there's a Starbucks across the street, I was wondering if, er _(jeez, I am no good at this)_, I was wondering if I could treat you to coffee? Get to know you, maybe?"

Gwen turned her head slightly to look at him.

"Or, not, I guess. Either way—"

"Sure."

"Wait, really?"

Gwen nodded. "Yeah, really. Always nice to meet someone new. You're Peter, right?"

"Yeah, Peter. Parker. Nice to meet you, again."

_Seventeen minutes later_

"So," Peter said, sitting down and handing Gwen her coffee. "What, um, what school do you go to?"

"Xavier's School for Higher Learning." Gwen sipped her coffee matter-of-factly.

"...Sarcasm? I bought you coffee and asked you a question, and I get _sarcasm?_ Jeez! Seriously, though. What school do you go to?"

Gwen smiled. "I go to Standard High. Which is probably the lamest name for a high school _ever_—"

"Huh. Well, then, we're kinda supposed to be mortal enemies."

"Midtown?"

"Midtown."

"What's that place like?" Gwen asked, taking another sip of her espresso. "Rumor has it it's a cesspool."

"It _is_ a cesspool," Peter said, taking a swig of his own drink and looking at her over the top of his glasses. Even when blurry, her blonde hair and blue eyes were gorgeous. "Of course, I've heard similar about Stagnate High. I've come to believe that if a high school isn't a cesspool, something is very wrong."

"Did you just make up _Stagnate?_"

"Please. If I had made up the degrading nickname I would have just gone with Substandard High. _Stagnate _is what _everyone_ calls your school." And here he changed the subject slightly, still adhering to the common advice to base a conversation on the other member of it. "Hey, do you have any friends?"

Gwen wiggled her hand back and forth in a _so-so_ gesture. "Kinda. Not many. There's this one annoying girl named Carlie, and I'm on good terms with most of the kids I share classes with, but most people just don't really care about the smart girl in the corner of the library. Kinda prefer it that way, actually."

Peter grimaced. "I envy you. I'm pretty much alone. I get the feeling I _would_ be ignored if it weren't for these little cliques that dot the hallways. This one guy, Flash Thompson, I don't even know how he has friends." Here he stopped and slurped noisily at his drink. "He and a few others, they like _prey_ on intellectuals. They're like, 'Hey, that kid's smart! _Really_ smart! Let's be dicks to him!' Utter asswipes, I swear."

"They feel threatened by you."

"That's what people say," Peter replied, giving a little half-nod. "When I see any evidence of that at all, I'll let you know."

"Sounds good. So, what—"

"GAAH!"

Peter flinched as his phone vibrated, almost falling backward in his chair before he regained his balance. Sitting with his feet raised and his toes pointed, he balanced for a brief moment on the two back legs of the chair, then took a deep breath, ignoring all the confused looks directed at him, and slowly leaned forward. The two front legs of the chair hit the ground audibly, and Peter felt the sound reverberate off the walls of the café as he moved to pull his phone out of his pocket.

"What the hell was that about?" Gwen asked.

"My phone buzzed," Peter explained, reading the text message. "My uncle's here. I gotta go."

"Alright," Gwen said as Peter stood up. "Nice talking to you."

"Yeah, it was. See you tomorrow."

"Bye."

Peter dropped his coffee over the trash can, changed his mind, caught it again before it fell in, and quickly walked out of the coffee shop.

**23d Street and 8th Avenue,**_ eight forty-five_

"I had a few ideas," Leo Zelinsky said as he handed Spider-Man a notebook. "You're gonna have to lose the glasses, but I can work with your body type."

Sitting on the sewing table with his legs crossed, Spider-Man flipped through the sketches with raised eyebrow. "Uh-huh. Is 'thin as a rail' a body type?"

"Not in so many words, but yeah. You're an ectomorph. If you were to work at it, an mesomorphic one. I was thinking I would base the design on an acrobat's leotard or—"

"Ooh, I like this one."

Zelinsky looked over Spider-Man's shoulder at the design he had selected. "Oh, that one. I'm not a fan of that one. I based it off this design my mom made for a performer back in the sixties. Modernized it, made the color scheme more oriented for a fighter, but its old-fashioned roots really show."

"Yeah," Spider-Man agreed, "but I _like_ old-fashioned."

Zelinsky sighed and rolled his eyes. "Fine. Customer's always right. Just lose the glasses. And I'm gonna need to take your measurements."

"Alright," Spider-Man said as he hopped off the table and stood in the center of the room. "Now we're talkin'."

**Brooklyn,**_ later_

Crouched on the balls of his feet and the fingertips of his left hand, Spider-Man breathed out slowly as his opponent advanced with his fists raised. "I'm terrified," he remarked. "Look at you. A man. In a fuzzy bear suit. What is there not to be afraid of?"

The opponent in said bear suit growled. "Shut up."

Spider-Man smiled, the expression unseen under the mask. "I can't. It's a known fact that it's physically impossible to not mock a guy dressed as a Muppet. Let me take a flying guess here: You're calling yourself Teddy."

"No!" yelled his opponent, and went to strike Spider-Man with both fists. Spider-Man avoided this by using one of his arms like a trapeze and swinging onto his back. "I'm the Grizzly!"

"No you're not," Spider-Man said, now sitting on Grizzly's back. "You're Teddy. Hey, everyone, he's Teddy, right?!"

When a scant few members of the audience said "RIGHT!", Grizzly yelled angrily, then jumped and went to land on his back, hoping to pin Spider-Man beneath him. Rather than let this work, Spidey put his hands on the ground, stuck to it, and catapulted Grizzly off the stage and into the wall with his feet in retaliation. "Aaaand BOOM goes the dynamite," he said, almost boredly. "NEXT!"

**The Parker Residence,**_ later_

Peter sat at his desk, absentmindedly checking over his polymer research as he listened to music. He had broken some real ground here, he knew that. One of these chemical equations (he had highlighted it) had formed into long, flexible fibers on contact with air, and although they weren't very strong (or maybe they were; it was a little hard to tell now but snapping them hadn't taken any effort at all), there was definitely some potential there. He bit his lip lightly as he wondered how to increase the strength/weight ratio of that particular compound as he felt Uncle Ben approaching his room, then hit the button to unlock and open the door right as Ben went to knock.

"Hey," he said casually.

"Hi, Peter," said Ben, leaning against the doorframe. "We got this envelope a few minutes ago. It had a thousand bucks in it."

"Holy crap," Peter said unconvincingly. "Um, wow."

"This is the third one we've received in a row. Know anything about it?"

Peter held his hands up. "Search me," he said, making a mental note to ask a member of the drama club for some acting lessons. "I have _no_ idea what it's about. No clue. Is that, is that all you came to ask about? Because I'm sort of busy right now..."

_Isn't MJ in the drama club?_

Ben walked to Peter's bed, sitting down and leaning his forearms on his knees. "Listen, Peter. Something's bothering you, I can tell. Maybe you're too embarrassed to tell me what it is, but in any case, I'm not going to pry." He looked at Peter, who fidgeted slightly. "I trust you. I don't think you're getting roped into anything illegal or immoral; you're better than that. I just think..." He sighed. "Look, I'm not going to try to force you to tell me what's going on. I know better than to pry into a teenager's brain. But when you're ready to talk to me about it, I'm all ears."

Peter nodded halfheartedly. "Okay," he said lamely. "Thanks, but I have things under control. I will tell you about this soon. But right now, it's just my own thing."

"I understand that," Ben said, standing. "Are you _absolutely positive_ that you know nothing about this cash?"

"Yes."

Ben looked at him, taking stock of Peter's uptight demeanor. "Okay," he said, obviously not believing him. "I'm headed to bed. You should turn in soon, too. Goodnight, Peter. Happy birthday."

Peter gave a little wave as Ben left. "Night."

He leaned back in his chair, exhaling deeply as he locked the door with his foot. So. Uncle Ben knew something was up. Peter knew and accepted that he would have to tell him eventually what was going on, but he found himself holding back. He had heard the stories of mutants who had "come out" to their parents and been immediately disowned. He knew that that wouldn't happen, of course. Ben regarded everyone as a person and rarely said so much as an unkind word on another's behalf. However, Peter had absolutely no idea how Uncle Ben and Aunt May would react to the revelation that he not only had superpowers, but had gotten them through a means that, while accidental, may or may not be considered theft.

He would tell them. He told himself that every time he saw them now. Just... not this time.

Peter's attention was suddenly drawn by the movement of something small just above his desk. Looking down from his frustrated gaze at the ceiling, he found himself staring at a small spider weaving a new home for itself on his desk lamp. He smiled at it for a moment, finding a newfound appreciation in the way it moved and the web it was creating, before he blinked in surprised understanding and his eyes widened. He was pretty sure he had read somewhere that spider silk was five times stronger than steel and more elastic than nylon.

"DUH!" Peter immediately bent over his laptop's keyboard, typing _synthetic spider silk_ into the Google search bar. "...staring me right in the mirror for the last five days..."

**Osborn's Penthouse,**_ meanwhile_

"Hey, Dad?"

"Mmm?" Osborn glanced behind him and found his son standing in the doorway, rocking on his heels slightly with his hands in the pockets of a pair of athletic shorts.

"I'm headed to bed," Harry said simply. "Good night."

Norman said nothing in reply, turning back to his computer and the small holograms hanging in the air above it. Harry sighed to himself before turning away and beginning to leave.

"Harry. Wait a minute."

Harry turned to face his father again, excited. He had _never_ gotten a response when informing his dad he was calling it a day. When Harry's mother had died some five years ago, Norman had barely acted like it changed anything. Business as usual, not like his wife had died of cancer recently. Harry had often wondered in hindsight whether or not Norman had ever _actually_ loved Emily Osborn, or had simply stopped pretending when it became apparent that Emily's cancer was terminal.

But this; this might mean something.

Norman was staring at his son with furrowed brow. "Harry, what were you doing when I was speaking to Dr. Connors when we were in OsCorp together last week?"

Or not.

Harry shrugged, omitting that one thing he did. "I talked to this girl. And then I talked to that Parker kid. Why?"

Norman narrowed his eyes. "Is that all you did?"

"You weren't in there that long."

Norman stared at Harry for a little more, noticing how nervous the latter had become. There was obviously something up. Probably not a good idea to let Harry know that, of course; if it turned out that he _was_ the new Marvel, it would be borderline impossible to do anything whatsoever to him. "Hmm," Norman said finally. "I see. Good night, Harry."

"Night, Dad," Harry said sadly, turning away.

"I enjoyed showing you around OsCorp," Norman said, turning back to his computer.

Harry muttered something inaudible.

"What was that?"

"Nothing."

**Midtown High,**_ Tuesday_

Peter skipped out of the school building, his backpack bobbing up and down with each step. He looked about at the other students pouring out of the school, eager to make the most of the rest of the day. Licking his chapped lips, he started down the sidewalk, headed towards the Queensboro Bridge. Across the bridge and four blocks after that was OsCorp Tower, and he was quite eager to see Gwen again.

"Hey, Parker!"

Of course, he was also eager to show Flash who was boss.

"No autographs," Peter said, turning to face the ensemble. "I'm a busy man, ladies and germs, so I'd like to make this quick. What do you want?"

Flash took a step forward, and got absolutely no response. "What's up with you? Suddenly you're walking around like you're better than us."

"I _am_ better than you, you adorable future juvenile delinquents." Peter smiled cheekily. "I see no reason not to act like it. Quite liberating, actually. Now I gotta go."

"Hey, wait a second!" Flash said as Peter turned away.

"Um, Flash," Randy Robertson said, scratching the back of his neck. "This is stupid, we should go."

"Yeah," MJ added. "Peter wasn't doing anything to us."

"Now that's weird," Peter said, slowly rotating on his heel to face Flash again. "Why is it that at _least_ a third of your little club here are more likeable than you? What on earth do they see in you?" He looked, first at Randy, then MJ. "In all seriousness, what _do_ you see in him?"

MJ looked at her shoes, shrugging slightly and kicking at the ground. Randy, too, shrugged and shook his head. Although Liz Allen noticed MJ's reaction and nudged her a little, hissing something about not being an idiot, Flash paid the reactions no mind, instead going to shove Peter.

"Did you learn nothing from last time?" Peter asked, parting Flash's hands with his own and pushing Flash back with his foot. "I handed you your ass, Flash. And now that school's over, I'm not about to get in trouble for doing it again." He looked at his watch. "Up. But that's gotta wait. Places to go, people to see, Marvels to make. _Adios, archienemigos_." With that, he turned and started a slow run at a speed that would put most Olympic athletes to shame.

"Hey, get back here!" Flash yelled, sprinting after Peter.

The latter laughed loudly, then skidded to a stop, looked behind him at the approaching bully, and ran into the alley next to him. Flash arrived at said alley some five seconds later, turned down it, and found absolutely no one there. "What the hell?"

Several hundred feet above and away, Peter did a graceful back flip off the roof the roof of a building, feeling the air rush around him until he landed on all fours on the bridge's pylon.

**Starbucks, **_Wednesday_

"I'd like a medium Caramel Frappuchino, please."

"Hey, easy on the wallet," Peter said, wincing at Gwen's choice of beverage. "I don't have all that much cash. Um, I'll just go with a small coffee... Aaannd I am completely out of money," he finished, looking into his wallet as he handed the cashier a five dollar bill and three quarters.

"Sorry," Gwen said, as Peter snapped his wallet shut and slid it into his back pocket.

"Never mind," Peter said. "By the way, have you noticed that Dr. Connors seems... 'uppity' isn't the right word, but... distrustful?"

"You're right," Gwen said, nodding. "'Uppity' definitely wasn't the right word. Means 'presumptuous.'"

"I knew that."

"Sure you did. In any case, no, I haven't noticed. He seems fine to me."

"Huh."

A lengthy pause, during which Peter got up from their table to collect their drinks.

"So," he said finally.

"...So?"

"I don't know. I just use it to get the ball rolling. Doesn't always work, apparently."

"Apparently." Gwen stirred her Caramel Frappuchino for a moment, scooping up a little of the whipped cream on top and eating it.

Another lengthy pause.

"You know those guys who live in their mom's basement?" Peter said suddenly, having wondered for a time if he was the only prodigy like this. "Those people who are super-geniuses, but never applied themselves to anything and now do nothing but brag about how smart they were in high school or college?"

Gwen grimaced. "Yes. I know about people like that."

"Do you ever get scared that you'll grow up to be like that?"

"No. Not really. You?"

Peter nodded, looking down at the coffee he held in both hands. "The idea terrifies me night and day. I'm trying to do some stuff _now_, just to make sure that never happens to me, but... God. I just can't stand it."

Gwen smiled, the smile simultaneously warm and amused, and the entire room lit up. "Are you forgetting what we've been working on up _there?_" She pointed in the general direction of OsCorp's seventeenth floor above and across the street from them. "Don't worry about it, Pete. I swear, turn eighteen, and there's going to be at least four different companies just begging to have you."

Peter smiled. "Thanks. It's nice to hear someone say that once in a while who's _not_ my aunt or uncle. Speak of the devil."

"What?" Gwen followed Peter's gaze as he turned to wave at Uncle Ben as he walked in. "Who's that? Your uncle?"

"Yeah," Peter said as Uncle Ben pulled up a chair at their table. "Hey, Uncle Ben."

"Hi, kiddo," Ben said, then looked at Gwen and smiled. "Hello, madam. Gwen Stacy, I assume?"

"Yes," she said, smiling again and shaking his hand. "And you're Ben Parker?"

"That's _exactly_ who I am. Peter here's spoken highly of you, darling dearest, and what with his nose buried in some book half the time that's no mean feat. You must be an angel."

Gwen laughed, her cheeks flushing slightly. "Well, I don't know about that—"

"Luckily, I do. Before one of you asks the other out, though, I'm gonna need to do an evaluation. You should get a résumé ready."

"What," said Gwen flatly as Peter groaned and facepalmed.

"Relax, I'm kidding. Although May's gonna want to meet you first."

"Uncle Ben," Peter said, rubbing his eyes, "we're not—we're just—well, kinda friends. I think." He looked at Gwen, who was watching him with equal awkwardness. "Although," he added, "if you wanted to...ah, we could...ahm. If you wanted to, uh..."

"Wanted to what?" Gwen prompted nervously.

"Uh. Wanted to— _stop staring!_" Peter snarled at Uncle Ben, who was watching this play out with his fingers entwined just in front of his cheesy smile. "Could you go out to the car, please?"

"I'm leaving in five minutes," Ben replied, standing up and walking out.

"Okay." Peter turned back to Gwen. "I was thinking, if you wanted to, ah, go do something together sometime... ahm, like, I dunno...I don't know, we could, we could_—(jeez)—_...I , uh, I got all of _Firefly_ on DVD recently, so if you were interested in... uh..." Peter shut his mouth, looking down at his hands clasped around his coffee. Hypercognition didn't help when one's brain was frozen. The slight ADD that came with hyper awareness didn't help matters. He sat there pondering a better way to talk to a girl as if she was a potential date (rather than as a fellow nerd) for several seconds, before Gwen accidentally touched his leg under the table with the toe of her shoe.

"I like _Firefly,_" she said.

"Y-you do?" Peter said, a little too immediately. "...Well, of course you do. Everyone likes _Firefly_. So, uh, you interested in coming over and watching a few episodes with me? We can have, like, a multi-part marathon, maybe. Um, if you wanted..."

"Yeah," Gwen said. "Yeah, that would be cool."

A beat.

"Well, not right now, of course."

"Yeah, of course," Peter said. "Course not."

"Yeah. Of course not." Gwen coughed. "Some other time, definitely. Definitely."

"Right. So, uhm, right. Sometime...else. I gotta go. Uncle Ben's waiting for me..."

"...Oh, yeah. You have to go. Uh, see you tomorrow."

"See y—_actually,_" and here Peter took out his cell phone and hit _Add New Contact_, "could I get your phone number?"

Gwen nodded immediately, smiling as she took out her phone. "Yeah. And yours?"

They quickly swapped numbers, each adding the other to their speed dial, then Peter stood up, slipping his phone into his pocket. "Thanks. I'm gonna go."

Gwen smiled. "See you tomorrow."

"See you then." Peter turned, turned back, grabbed his coffee, and left, giving Gwen a wave as he exited. Fairly skipping over to the car, he opened the passenger door, drinking the last of his coffee and crushing the cup.

"So," Uncle Ben said, pulling the car away from the curb. "How goes it?"

"We've decided we're gonna watch a few episodes of _Firefly_ together at some undetermined point that is not now. And now I have her number."

"Not bad, for a first try."

Peter rolled his eyes. "We're _friends,_ Uncle Ben. Even then, only kind of. We've been talking for only like a week, and you went and made it awkward."

"I," said Ben, "think I deserve a medal for wingman of the year."

"As in you winged me, definitely."

"Ingrate."

**Brooklyn, **_that night_

Spider-Man stepped out the door, stuffing the thousand dollars into the pocket of his sweatpants as he closed it behind him. Looking to his left, he noticed a homeless man sleeping on the sidewalk, and bit his lip slightly under the balaclava before shaking it off and hopping onto the roof of the building, then taking a running jump off the roof.

He touched down on a building two streets over, immediately bouncing to the next building in line. He had worked out a good route to and from the fight club in the few days he had gone there, and that was the path he followed now. He felt a very small amount of lactic acid accumulating in his thighs and calves as he kept at his series of super-jumps at super-speed and grimaced, making a mental note to get in better shape. Yeah, he was superhuman, but for a spider...human...GMO thing, he was in _horrible_ shape. He was scrawny as hell, a fact not helped by a metabolism that was nigh impossible to keep up with. His arms, legs, and torso were pathetic in bulk. And he found himself getting kinda sore after barely ten seconds of this running-jumping-step thing.

_KRACKABOOM_

...Not nearly sore enough, though, to not double back and learn just why the hell he had heard thunder from the streets of Brooklyn.

Spider-Man screeched to a stop, grabbing his glasses as they flew off his face. Slipping the earpieces back into the eye holes of the balaclava he wore, he turned and sprinted in the direction he had heard the thunder from. He reached the place in a little under three minutes, performing an improvised parkour roll to stop quickly on the roof he was on. Standing, he looked down to see what there was to see.

A man in a black and yellow suit was standing next to a parked bank car, hands aimed at the guards who were cautiously dropping moneybags into a large duffel bag on the ground. The streetlight above the man was dimmed considerably, and Peter distinctly smelled ozone. "That's enough," the man said after a few moments of the bag being filled. "Now, zip it up and throw it over here."

As he spoke, an arc of electricity jumped from his hand to the metal armor of the car. Peter's eyes widened. _OH MY GOD!_ he thought, leaning down to get a better look at the man. _What the hell was that?! Was that lightning? But— HOW—Probably Stark's Extremis thing, actually. That's so cool._

_ Still though. He's stealing money. Someone should do something._

As Spider-Man watched, the man caught the bag, putting it over one shoulder as he started to walk away. "Don't try to pick your guns up," he called over his shoulder. "My bolts can go back a _very_ long distance." As if to demonstrate, he turned while walking, and from his fingertips erupted a lightning bolt that branched into three smaller ones: one that hit the streetlamp, one that went into the ground, and a final that hit one of the guards who had been surreptitiously reaching down to grab one of the guns they had evidently dropped. The guard yelled, the sound almost hidden by the small crack of thunder, and jumped backwards, landing on his back. Peter's eyes narrowed, and he leaned as far down as he could, listening for the man's heartbeat. He found it and sighed, relieved.

He still hadn't made a move to get the lightning bolt guy, though. Morally, he felt that _someone_ had ought to, but he simply couldn't work up the caring to do it himself. Part of it was fear, he found himself rationalizing: if he miscalculated, he had no idea whether or not Sparky there could electrocute him. If he had to be honest with himself, though, he genuinely was not interested enough to intervene. Wasn't his money, wasn't his job, wasn't his problem.

"Thanks, shmucks," said the thief, almost around the corner. "Tell your bosses that Electro says hello."

_Electro?_ Spider-Man listened to the sound of Electro's footsteps and breathing as they approached a car with the engine running. _What kind of name is Electro? That's just..._stupid. _I came up with a better name for myself in ten seconds. Which isn't nearly as impressive now that I perceive it as four hundred seconds, but he had the time to get an outfit custom-made. He could have come up with something better than Electro._

By now, Electro had driven away. Peter _hmmed_ to himself, quietly regretting his inaction but otherwise indifferent. Cracking his neck, he turned around, started back the way he came, and jumped off the roof.

_Well, cool,_ he thought, landing on another roof and bouncing off._Extremis tech can make lightning people, apparently. The More You Know._

_I wonder if my costume's done yet,_he thought, attempting and easily pulling off a handspring off a water tower._I should drop by tomorrow, see if he's got it ready. How much did he say it would cost?...He didn't, did he. Should've asked._

_ Probably gonna cost a lot. Maybe I should keep some of this cash._

_ You know, I have no idea where I am right now._

**OsCorp, **_Thursday_

"Yeah, I was thinking MIT, but my fallback choice is ESU."

"Setting your sights a little low, aren't you?"

Peter shrugged, leaning on a lab table. "Maybe. My 'plan' is really more of a loose guideline than anything. I'm pretty sure I could get a couple of PhDs in about a year, and then I'd go see what I can get for a job."

"Hmm," Gwen _hmm_ed. "I was gonna try for Columbia U. Local, but still an Ivy League. I figured—"

"Hi, Dr. Connors," Peter said, standing up straight as Dr. Connors appeared, grinning. "Win a lottery?"

"What? No," Dr. Connors replied. "The FDA approved primate testing. Tomorrow we're going to start large-scale testing on orangutans."

"That was fast," Gwen commented as Dr. Connors continued towards Dr. Warren. "I would have thought it would've taken a month at least."

"The wonders of e-mail," Peter said. "Think we'll be involved with the primate testing?"

"Probably not," Gwen said. "He said 'large-scale', didn't he? They're probably going to use _dozens_ of orangutans, and it's probably not going to be here."

"Probably," Peter agreed. "It's probably gonna be in England, and the monkeys are gonna go crazy, and hippies are gonna let them out, and—are you following the _28 Days Later_ reference?" he suddenly asked a very confused Gwen.

"No. I don't watch zombie movies."

"They weren't zombies. They had the Rage virus."

"Rage as a name, that's stupid. And in any case, it's Rage, not Oz."

"True," Peter said. "But if the monkeys become little spider-orangutans, I'm gonna laugh. Really hard."

"Why?"

"Good news, everyone," Dr. Connors interrupted, loud enough for the entire superhuman engineering division to hear. "Primate testing had been approved. Also, the interns can have tomorrow off."

"Oh, cool!" Peter said, then turned back to Gwen. "Do you want to hang out somewhere tomorrow? After school?"

"Yeah," Gwen said enthusiastically. And then, "Wait. I'm gonna have to ask my dad. Could I call you later about it?"

Peter nodded a little too enthusiastically. "Sure. Absolutely. Actually, it would probably be better to text me about it."

"I'll do that." Gwen smiled. She leaned her head to the left, looking at Peter's watch. "Hey, it's five. We should go."

"Let's."

**Brooklyn, **_later_

"Yeah," Spider-Man said casually to no one in particular, walking onto the stage. "I wear tights now. It's how you know I'm not scared of anything." He cracked his red-gloved knuckles, bouncing from foot to foot eagerly. The thin black soles of the boots absorbed the bulk of the impact. "So who's first?"

A large man in the back raised his hand, and the ref called him up. It was Crusher, the man Peter had seen win the night he found the place. Stepping onto the stage, he got into a boxing stance, fists raised. Spider-Man stopped hopping and lowered into a crouch, breathing out through his new mask.

Crusher tried to kick him, and Spider-Man dodged easily. Lunging forward, he hit Crusher in the chest, really more of a knock than anything, but it sent Crusher staggering backwards. Spider-Man stood up straight, cricking his neck.

"It's, ah, Crusher, right?" Spider-Man asked. "I think I actually saw you fight last week. You've got some boxing experience, don't you?"

"Yeah," Crusher grunted, advancing again with fists raised. "Why?"

"No reason. Thought I'd ask." Spider-Man jumped over Crusher's head as the latter threw a jab. "So how much would one make per box?"

"What?"

"And is there a difference in price between one-layer and three-layer cardboard? And how big is the standard box?" Spider-Man was by now crouched on the balls of his feet, fingers entwined like a professor.

"...Oh," Crusher said after a moment. "That's not funny."

"_I_ think it's funny." And with that, Spider-Man avoided a kick by jumping onto the ceiling, and almost immediately learned that he could not stick to walls through the fabric his gloves were made of.

Spider-Man yelped in surprise as he started to fall. He twisted to land on his feet, but while he was in midair and couldn't dodge, Crusher threw a right cross that hit Spider-Man right below the left arm. It did nothing, of course, save push Spider-Man four feet before he landed on his butt and rolled back into a crouch.

Some in the crowd applauded. Clearly they had been annoyed by Spider-Man's constant victories and equally constant prattle. Spider-Man rolled his eyes, the irritated reaction quite visible through the eye holes in the mask. Standing back up, he cleared his throat awkwardly.

"Nice punch," he said, dodging another by leaning to the left. "First one to actually hit me in a while." He sidestepped Crusher as the latter threw another few punches, ending up right behind Crusher before the latter had seen him move. Spider-Man patted Crusher lightly on the back, sending Crusher staggering forward. "Congratulations."

Crusher turned and feinted. Spider-Man leaned back the centisecond he saw Crusher's arm move, long before he realized it was a trick, but then dodged the actual punch from the other arm with ease. Grabbing the arm hanging oh-so-invitingly in midair next to him, he bent his knees and lifted Crusher completely over his head.

"Hey, whoa-WHOA!" Crusher yelled, flailing. "AAGH! Put me down!"

"Oh, quit yer whining!" Spider-Man snapped, and slammed Crusher into the ground, knocking him out instantly. "Fine! Here ya go!"

Spider-Man spread his arms matter-of-factly, turning toward the crowd, some of whom groaned in exasperation. "Ta-daa. The superhuman wins. What a shock. Who's next?"

**The Parker Residence, **_later_

"Ow!"

Peter sucked on his fingertip where the needle had stuck him. Irritated, he consulted the instructions for this kind of stitch online, then turned back to the glove he was modifying. The material of the fingers and palm of the glove had been cut out, and Peter was in the process of sewing on a different material that he had found after several minutes of looking through a craft store on the edge of Queens, one that he could stick to walls through.

His phone buzzed where it was plugged in on his nightstand, and Peter jumped when it did. Setting down the glove, he rolled his chair over to it and picked it up, reading the text from Gwen:

_after school, meet next 2 oscorp?_

_ Sure,_ Peter texted set the phone down, returning to what he had been doing. Finishing the final seam of the glove, Peter tied some of the remaining thread into a knot, then snipped off the remainder. He set the needle and thread aside, then pulled on the glove, followed by the other glove that he had already worked on. Making sure that they were straight, he grabbed his new mask off the desk and pulled it on, then rolled his chair over to see his costume in the mirror.

The red gloves now sported black fingers and palms, which actually served to nicely compliment the black, running-shoe-like soles of the boots. Peter smiled for a moment about the way that looked, before frowning at the look of the mask. Almost entirely red, with eye holes the size of his eye sockets and surrounded by black vinyl rims. In the concept Peter had seen, it looked fine, but now it was a little weird. He bit his tongue, speculating that he was supposed to apply makeup to the visible skin, before rolling his chair back over to the desk and picking up his sunglasses.

Several minutes, a multitool, and some Loctite later, Spider-Man stepped back in front of the mirror, the mask now including black, reflective eyes. And it looked _awesome._

Peter smiled to himself as he twisted his shoulders slightly. Altogether, now, he really liked how this suit looked. Red and black, fairly sleek, and when Peter crouched, he found that the combination of the "bug-eyed" look and the pose gave Spider-Man a slight creepiness factor. He stood back up, pulling off the mask. He liked the costume, but there was one more modification he could think of. The red of the chest and black back looked a little bare, and he wanted a logo.

Pulling off the gloves, Peter sat at his desk, grabbed a pencil and pad of paper, and started sketching spiders.

* * *

**I don't care for this chapter. I didn't care for it in the first draft and I don't care for it now. It just seems worse than it should be.**

**That, and it took over twice as long to write as it was scheduled to. This chapter was _hard._**

**Leave a review and tell me what _you_ thought of it. _Excelsior!_**

**(Also, I have no intention of describing Spider-Man's costume in the narrative itself. If you want a description, you're gonna have to ask.)**


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